Annual Report and Accounts
For the year ended 31 December 2024
Changing
lives
Changing lives
Making a positive
difference to
people’s lives,
through outstanding
personalised care
Our purpose
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Spire Healthcare Group plc
Annual Report and Accounts 2024
2
Governance report
Overview
Strategic report
Financial statements
Other information
Contents
21
Our strategy
1 Driving hospital
performance
2 Building on quality
3 Investing in our workforce
4 Championing sustainability
5 Expanding our proposition
55
– Patients
– Colleagues
– Consultants
– Suppliers
– Private medical insurers (PMI)
– NHS
– GPs
– Corporates
– Regulators
– Investors and lenders
– Community
Engaging with
our stakeholders
38
Sustainability
– Respect the environment
– Engage our people
and communities
– Operate responsibly
Hospitals and Primary Care Services combined
Key to Spire Healthcare Group plc
Vita Health Group, The Doctors Clinic Group (Spire
Occupational Health and London Doctors Clinic),
Spire GP*, Spire Clinics*, Spire Mental Health
Overview
2
3
4
5
6
7
8
9
10
12
Changing lives – our purpose
Contents
About us
Our businesses
The value we create – 2024 highlights from
our strategy
The value we create – 2024 outstanding,
personalised care
The value we create – 2024 financial highlights
The value we create – 2024 highlights: changing
lives
Our model for success – shareholder value
Our model for success – societal value
Strategic report
14
17
18
19
21
38
55
62
65
77
83
84
Chief executive officer’s strategic review
Our business model – how we create value
Our business model – how we generate revenue
Our market
Our strategy
Sustainability report
Engagement with stakeholders
Our key performance indicators
Risk management and internal control
TCFD report
Compliance statements
Chief financial officer’s review
Governance report
90
91
97
100
101
103
105
111
115
123
126
Chairman’s governance letter
Corporate governance report
Board of directors
Executive committee
Nomination committee report
Clinical governance and safety committee report
Audit and risk committee report
Remuneration committee report
Annual report on remuneration
Directors’ report
Statement of directors’ responsibilities
Financial statements
127
135
138
165
Independent auditor’s report
Consolidated financial statements
Notes to the financial statements
Notes to the parent company financial
statements
Other information
169
171
172
Shareholder information
Alternative performance measures definitions
Glossary and forward-looking statements
38 hospitals
Hospitals
Group
Primary Care Services
* Spire GP and all clinics, except Spire Harrogate and Spire
Abergele, are reported under the hospitals business
in the financial statements.
Spire Healthcare Group plc
Annual Report and Accounts 2024
3
About us
Who we are
Britain’s largest independent integrated healthcare company by turnover,
operating across England, Wales and Scotland
Our strategy
Helping to meet Britain’s healthcare needs by running great
hospitals and developing new services
For private patients
We offer treatments for
patients who have private health
insurance or wish to pay for
their treatment. They are able
to choose when and where they
are treated, and benefit from
excellent clinical outcomes.
For the NHS
We offer capacity, capability and
flexibility, supporting the NHS
by taking thousands of patients
off waiting lists nationally at
the same tariff prices as local
NHS trusts, and by delivering
NHS services.
For corporates
We provide employers and
corporates with tailored, flexible
support for their employees
through occupational health
and employee assistance
programmes, helping employees
to recover and stay healthy.
What we provide
Spire Healthcare offers a range of diagnostics and medical treatments from hospital and
clinic to community. We have a nationwide network of private GPs through Spire GP and
London Doctors Clinic; offer a range of mental health, musculoskeletal and dermatological
services via Vita Health Group; private mental health through Spire Mental Health; and
provide occupational health services to corporate clients through Spire Occupational Health
and Vita Health Group.
Our values
For more information see our
business model on page 17
Driving clinical
excellence
Doing the
right thing
Caring is
our passion
Keeping
it simple
Delivering on our
promises
Succeeding
and celebrating
together
Our purpose
Making a positive difference to people’s lives
through outstanding personalised care
Spire Healthcare Group plc
Annual Report and Accounts 2024
4
Governance report
Overview
Strategic report
Financial statements
Other information
Where we operate
What we deliver – our brands
We provide people with more choice, and the opportunity
to access the healthcare they need quickly and safely. Our
dedicated and highly trained colleagues work hard to help
people back to good health from a wide range of locations
across England, Scotland and Wales.
Our businesses
GP services
Services
Primary Care Services
Hospitals
Spire
GP*
PMI
NHS
Self-pay
Spire
Occupational
Health
London
Doctors
Clinics
Payor
Occupational
health
Mental health
Musculoskeletal
(MSK) and
physio
Outpatient
care/referral
Inpatient
care
Corporates
Vita
Health
Group
Spire
Mental
Health
Spire
Clinics*
Our locations
Spire Hospitals
Clinics
London Doctors Clinics
Vita Health Group
Hospitals
Primary Care Services
* Spire GP and all clinics, except Spire Harrogate and Spire Abergele, are reported under the hospitals business in the financial statements.
Spire Healthcare Group plc
Annual Report and Accounts 2024
5
Drove hospital performance
Built quality
Invested in our workforce
Championed sustainability
Expanded our proposition
See page 25
See page 29
See page 32
See page 35
See page 22
– Invested in our hospitals business to
transform care, quality and service
through centralisation and digitalisation
– Increased private revenue by 3.7% to
£995.2 million from £959.7 million in 2023
– £112.1 million capex investment across
our estate, including solar energy and
three new clinics
– New patient support centres
– Implemented the NHS England Patient
Safety Incident Response Framework
(PSIRF) across all hospital sites, ahead
of NHS England requirement
– Developed our Driving Clinical Excellence
in Practice (DCEP) programme
– Progressed the five-year nursing and
allied health professionals strategy,
aligning to directors of clinical services’
objectives
– Delivered eight DAISY and 23 IRIS awards
to winners across the country
to deliver a strong financial performance for our shareholders
and the fiscal strength we need to invest in future growth
The value we create
2024 highlights from our strategy
– Introduced new reward framework
for colleagues in hospitals
– Improved ability to attract and retain
talent through improved in-house
recruitment
– Sustained high engagement scores
among colleagues during change
– Over 110 colleagues graduated from
apprenticeship programmes
– Waste management initiatives saved
2,742 tCO2e, up from 358 tCO2e in 2023
– Invested £10.2 million in solar panels
and building management systems across
the hospitals business
– 31.4% of dry mixed waste recycled up
from 23.5% in 2023
– Increased female representation in senior
leadership roles to 54.7% up from 52.5%
in 2023
– Opened three new diagnostic and
outpatient clinics in Abergele in north
Wales, Harrogate and Norwich
– Won large new NHS talking therapies
contract in Kent and Medway, and a
second in Derbyshire to start in 2025
– Won new occupational health contracts,
including with a prominent UK retailer
– NHS contracts in Bromley, Oldham,
and Basildon and Brentwood were
successfully renewed
See key numbers on
pages 8 and 9
Spire Healthcare Group plc
Annual Report and Accounts 2024
6
Governance report
Overview
Strategic report
Financial statements
Other information
The value we create
I was suffering from multiple health issues.
After weeks of suffering the GP was able to help
me recover. What stood out to me was his
commitment to my recovery. He followed up to
ensure the medication was working.”
GP patient
London Doctors Clinic
From the outset, Spire Occupational Health
was totally professional in the development and
integration of our occupational health service.”
Corporate client
Spire Occupational Health
The care, consideration and courtesy of
everyone from cleaner to consultant was
outstanding. The food was excellent.”
NHS patient
Spire Healthcare hospital
The service was easy to access and the
counsellor was very understanding. I felt
completely at ease to say anything and
not judged in any way.”
Patient
Vita Health Group
It was a really straightforward booking process.
The online doctor was lovely and easy to talk to.
I was offered useful advice, easy for me to apply
to my everyday life. Highly recommended.”
Patient
London Doctors Clinic
Medical care always on hand. All the team
were kind, helpful and sympathetic. From the
anaesthetist to the theatre team and everyone
on the ward, the care was outstanding.”
Insured patient
Spire Healthcare hospital
I was anxious and tearful but you reassured
me and came to check on me twice, which was
amazing. I also had a call at home to see how
I was getting on and that made me feel at ease.
Every time I pressed the buzzer at night, the
staff would come straight away.”
Self-pay patient
Spire Healthcare hospital
The care given to my patients is first rate.
It is a friendly open environment from all staff.
The upgraded facilities give a bright modern
look and have enhanced an already superb
hospital in my opinion.”
Consultant
Spire Healthcare hospital
2024 outstanding, personalised care
Spire Healthcare Group plc
Annual Report and Accounts 2024
7
The value we create
2024 financial highlights
1. Refer to page 171 for an explanation of comparable basis
2. Refer to page 88 for a reconciliation of non-GAAP financial measures
18.0%
2
adjusted EBITDA margin for the hospitals
business up 0.4 percentage points from 2023
Hospitals
£260.0m
2
adjusted EBITDA up 11.1% from £234.0m
in 2023, up 9% on a comparable basis1
Hospitals
6.3p
basic earnings per share, 6.8p in 2023
Group
£1,511.2m
revenue up 11.2% from £1,359.0m in 2023,
up 6.2%* on a comparable basis1
Group
2.3p
dividends per share up from 2.1p in 2023
Group
£137.5m
operating profit up 9% from £126.2m
in 2023
Group
Hospitals
£20m+
in efficiency savings delivered in 2024
Group
9.9%
2
adjusted EBIT margin up 0.3 percentage
points from 2023, up 0.62 percentage points
from 2023 on a comparable basis1
Group
£112.1m
invested in upgrading and maintaining
our estate, up from £84.4m in 2023
Group
8.2%
2
ROCE up from 7.5% in 2023
Spire Healthcare Group plc
Annual Report and Accounts 2024
8
Governance report
Overview
Strategic report
Financial statements
Other information
The value we create
2024 highlights: changing lives
993,000
self-pay, insured and NHS patients cared
for in 38 hospitals (2023: 989,300 in 39)
Hospitals
1.3m+
people cared for across the group
(2023: 1.05m+)
Group
380+
apprentices in Spire Healthcare
and Vita Health Group (2023: 430+)
Group
98%
of locations rated Good or Outstanding
or the equivalent by regulators in England,
Scotland and Wales (2023: 98%)
Group
Group
6%
behind target for 2024 emissions
(26,522 tCO2e emitted, target 24,963 tCO2e)
(2023: 3% ahead)
Hospitals
£17,000+
donated in corporate charity fundraising
drive (2023: £40,000)
Group
17,600
colleagues (2023: 16,800)
96,900
private GP consultations at Spire GP
and London Doctors Clinic
(2023: 99,000)
Primary Care Services
276,500
people cared for by Vita Health Group
(2023: 225,380)
Primary Care Services
Hospitals
31.4%
dry mixed waste recycled at sites only
(2023: 23.5%)
Spire Healthcare Group plc
Annual Report and Accounts 2024
9
Our model for success
Building scale and access
We have clinical sites nationwide and are building
consumer-friendly digital access to care, with online
booking, referral and treatment. We are selectively
investing to attract patients, meet more of their
healthcare needs and expand our proposition.
Investing in growth
and high-return sectors
We deliver care across elective inpatient surgery, outpatient
diagnostics, private GP services, occupational health,
physiotherapy and musculoskeletal services, mental health
and post-operative care, and will continue to invest in these
areas. We care for patients who self-pay, are covered by PMI,
are referred through the NHS and are funded by corporates.
Delivering
sustainable
shareholder
value
We are delivering on our strategy and
have delivered a good performance
in 2024, in line with our plans. The market
fundamentals are strong and we are
responding to meet a changing world
to deliver strong performance and
investor returns.
Our strategy and business transformation
programmes are designed to achieve
continued momentum in top-line
growth, margin improvement and
ROCE improvement.
Read more in Strategy
on page 21
Read more in Strategy
on page 21
Spire Healthcare Group plc
Annual Report and Accounts 2024
10
Governance report
Overview
Strategic report
Financial statements
Other information
Read more in Strategy
on page 21
Read more in Strategy
on page 21
Driving quality and experience
Aiming for 100%, a total of 98% of our inspected clinical
locations are rated ‘Good’ or ‘Outstanding’, or the equivalent,
by regulators. In our hospitals, 97% of patients rated their
experience as ‘good’ or ‘very good’ in 2024 and 84% of
consultants describe the care provided to patients as ‘excellent’
or ‘very good’. In NHS talking therapies, 94% of patients were
satisfied with treatment.
Focusing on efficiency
and expertise
We are investing in the clinicians of the future, have improved
our recruitment and retention rates and are reducing our use
of agency staff. Successful transformation programmes are
delivering efficiencies across the business and we are investing
in robotic-assisted surgery and AI-assisted diagnostics.
Our model for success continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
11
Helping to create a healthier
and more productive Britain
Everything we do aims to help people return to good health,
so they can get back to work and to doing what they love;
changing lives for the better. We have evolved from being
purely hospital-based to an integrated healthcare provider,
able to care for people’s physical and mental health needs,
offering GP appointments and occupational health, as well
as community and hospital care. We partner with the NHS to
reduce waiting lists and welcome the government’s renewed
partnership agreement with the independent sector.
Providing the highest quality care
Quality and patient safety is at the heart of everything we
do, and we receive excellent feedback from our patients
and regulators. In 2024, 95% of patients said they felt
‘cared for’ or ‘looked after’ in our hospitals. Our clinical
governance, culture and systems for overseeing the practice
of consultants have been transformed in recent years, and
the implementation of the Patient Safety Incident Response
Framework (PSIRF) at every hospital has further strengthened
learning in 2024.
Delivering
societal value
We seek to deliver value for society
and aim to live our purpose.
We strive to be a sustainable company,
delivering environmental, social and
economic benefits. We want to operate
sustainably and within our communities
and society.
We seek to deliver positive benefits to
our patients, colleagues, communities,
practising consultants, clinicians, suppliers,
partners, clients and investors.
Read more in Expanding our proposition
on page 35
Read more in Strategy
on page 21
Our model for success continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
12
Governance report
Overview
Strategic report
Financial statements
Other information
Our model for success continued
Read more in Strategy and Sustainability
on pages 21 and 38
Read more in Sustainability
on page 38
Boosting the economy
We support the UK economy by investing in skills, technology
and infrastructure, boosting productivity and contributing
to net zero. We run a large nurse apprenticeship programme,
and around 3% of our permanent workforce – over 380 people
– are apprentices. By growing and developing talented people,
we are helping to address the shortage of skilled professionals
in our sector. We work closely with suppliers to develop
partnerships that will deliver value for the wider community
as well as our people, patients and their families.
Supporting communities,
global and local
We are investing in green energy and delivered another
increase in recycling rates in 2024. Most hospitals are now
fitted with solar panels to reduce our use of greenhouse
gases for power and reduce energy consumption. We now
have electric trucks and cars to reduce carbon emissions,
and electric charging at our hospitals. The group raises
money for local and national charities and hospitals
form long-standing relationships in their communities.
Spire Healthcare Group plc
Annual Report and Accounts 2024
13
Chief executive officer’s strategic review
Performing well and confident
of future prospects
A changing environment
We are delivering our strategy while responding to a
changing market; we broadened our range of services
to meet more healthcare needs in our hospitals, our
clinics, in the community and at home, welcomed
more NHS patients and invested significantly in the
hospitals business. We have improved quality and
safety through various initiatives.
We have a strategic partnership with the NHS, and
continue to discuss the 2025 tariff with them and
government. Increases to National Insurance and
minimum wage are a challenge for many businesses
and will add to our cost base, but we are addressing
this by accelerating our efficiency programme. We
are disciplined in managing both margin and growth
through acuity (complexity) mix, price, optimal use
of capacity and delivery of cost savings.
Laying the ground for future delivery
We want to provide excellent primary and secondary
healthcare services – continually improving the
experiences of our patients, consultants and
colleagues, through ongoing investment in quality
and patient safety.
We recognise that we need to simplify our processes
and, of course, improve our impact on the environment.
This will help us to better respond to patient
expectations of a faster, more digital experience;
grow our margins and deliver a better experience
for our patients, colleagues, partners and consultants;
and benefit from advanced data capabilities, leading
to better decision-making.
In 2024, the focus of our transformation programme
in the hospitals business has been laying the
foundations for digitalisation and operational change,
securing efficiencies and preparing to initiate
significant investment projects from 2025 onwards,
working towards more visible transformation,
modernisation and margin growth. To maximise
performance in our hospitals, we are prioritising
operational control, increasing capacity and
maximising utilisation across our hospitals. We are
leveraging our hub ways of working, such as new
patient support centres in Cardiff and Seaham in
Sunderland in 2024, and an expansion of the Essex
site opened in 2023.
I am pleased to report a year of good progress as we
transform our business. Our strategy is yielding results
as Spire evolves into an integrated healthcare provider,
meeting growing healthcare demand in the UK.
Our performance
Our business is performing well, with overall revenue
in the year of £1,511.2 million, 11.2% up on 2023,
6.2% on a comparable basis, while adjusted EBITDA
was £260.0 million, up 11.1% compared to 2023, 9%
on a comparable basis. Trading and self-pay demand
in hospitals has been softer, but NHS is strong and
our strategy is delivering; I am pleased to report an
improved hospitals business margin of 18.0% from
17.6%. Vita Health Group (VHG) is performing ahead
of guidance with revenue of £107.4 million and
adjusted EBITDA of £11.0 million.
We are delivering sustained financial performance
by helping to meet Britain’s healthcare needs, and
we do that by running great hospitals and primary
care services, developing our colleagues and keeping
our patients at the centre of care. We do this at scale,
now caring for more than 1.3 million people a year.
Not only that, we have also delivered on my four
key themes for 2024:
Listen up: embracing the gift of feedback so we are
open, honest and safe
Inspire kindness: having an open and honest culture
Being a change champion: driving business
transformation and responding well
Making it count: delivering well as we continue
to change and transform.
You’ll read more about how we have done this
throughout the report.
2024 was a year of many
achievements as we deliver on our
strategy, improve quality and safety
and continue to transform the
business in a changing environment.
I am confident of our continued
growth into 2025.”
Justin Ash
Chief Executive Officer
97%
of hospital patients rated their
experience as ‘Good’ or ‘Very
Good’ (2023: 96%)
11.2%
overall revenue increase, 6.2% on
a comparable basis (2023: 13.4%)
Highlights
Spire Healthcare Group plc
Annual Report and Accounts 2024
14
Governance report
Overview
Strategic report
Financial statements
Other information
Chief executive officer’s strategic review continued
On my regular visits around the country, I heard
that colleagues want our systems and processes to
improve and they understand the need for change,
but change is always challenging. We have learnt
from this first year of significant change and our
leaders and colleagues have received significant
support, including new strategic management
support that considers all aspects of business
change and its impact, including IT. I am extremely
pleased at the delivery of phase one of our
transformation programme and thank all leaders
and colleagues involved.
As part of our integrated, group-wide approach to
healthcare, Derrick Farrell, CEO of Vita Health Group
(VHG), has been appointed to lead all our primary
care services and now sits on our central executive
committee.
Investing for the future
In 2024 we invested £112.1 million in capex, including
refurbishing five sites in Huddersfield, Cardiff,
Sheffield, Edinburgh and Southampton. A significant
investment has been £10.2 million on installing over
12,000 solar photovoltaic panels and building
management systems across our hospital estate.
This investment contributes to our sustainability
goals and will reduce our demand for electricity
and its cost. We continually seek ways to reduce
the impact our business has on the environment and
work towards our 2030 net zero target for Scope 1
and 2, and elements of Scope 3 GHG emissions. We
are also focusing our efforts on waste and recycling.
We have paused our purchase of renewable energy
guarantees of origin (REGOs), credits which help
to reduce our carbon footprint, in 2024 owing to
a significant increase in cost. We would welcome
further government investment in this area to
enable us to achieve our net zero target.
Our cost savings programme is delivering efficiencies
and customer service improvements. We secured
over £20 million in cost savings in 2024 to increase
shareholder returns, while moving forward at pace
with the next phase that will deliver at least £80
million of cumulative benefit by 2026. We remain
committed and well placed to deliver on our
medium-term financial targets, but anticipate the
delivery of margin targets moving back by one year,
due to the additional cost pressures of national
insurance, national minimum wage, energy pricing
and shifting payor mix.
Empowering our colleagues
To deliver our purpose, we depend upon a dedicated
and engaged workforce. We aim to provide a
stimulating, diverse, inclusive and healthy working
environment in which colleagues can thrive and
achieve their career goals and aspirations, and so we
invest in our workforce through strong recruitment,
retention and development programmes.
We are also focused on getting the fundamentals
right on pay, benefits and reward for our colleagues.
In 2024, we implemented a new job and reward
framework in our hospitals providing clarity around
reward and career progression opportunities. It will
help us remain competitive, recruiting at the right
salary levels and paying colleagues at the right level.
I am grateful to all our hospital directors and
colleagues who have worked tirelessly to get
this right during a year of change.
Our 2024 annual colleague survey in November for
all colleagues across the hospitals business, London
Doctors Clinic (LDC) and Spire Occupational Health ran
concurrently with VHG’s colleague survey. It shows that
76% of colleagues are proud to work for Spire (2023: 81%)
with a response rate of 83% (2023: 86%). It is pleasing
to broadly sustain high levels of engagement and
response through a year of fast transformation.
We continue to attract talented people to join
our teams and have record levels of permanent
employment in the hospitals business, high retention
rates of 86.1% (2023: 84.4%), and the lowest number
of vacancies for some time. We have also continued
to manage our use of agency staffing.
During 2024, our equity, diversity and inclusion (EDI)
strategy was reviewed with a view to defining
organisational-level targets to help us improve diversity
and belonging within the business. I look forward to
implementation during 2025. I am pleased that Spire
is again listed in the FT Statista Diversity Leaders
index as the leading UK healthcare company and as
an FT UK Best Employer. The FTSE Woman Leaders
Review and Women in Work have also recognised
Spire for the involvement of senior women in our
business for 2024/25.
Clinical governance, quality and safety
Relentless focus on quality and safety is integrated
into every aspect of our business. We collaborate and
share vital information across hospitals to improve
safety and encourage continuous improvement,
ensuring the right conversations are happening
and lessons are learned. During 2024, we have fully
implemented the Patient Safety Incident Response
Framework (PSIRF), significantly improving the quality
of conversations between colleagues and consultants
around learning and improving. Read more on this
in Building on quality on page 25 and in Clinical
governance and safety on page 103.
Delivering safe care in well run, high-quality hospitals
and clinics is a fundamental underpin to our ability to
deliver performance. Getting care right, as evidenced
by patient, colleague and consultant feedback, meets
our purpose and values and results in good commercial
outcomes. For these reasons, quality is an integral
part of every decision we make.
In 2024, 98% of our inspected hospitals and clinics
are rated ‘good’ or ‘outstanding’ or the equivalent by
regulators in England, Scotland and Wales, and 100%
of VHG locations are rated ‘good’. One hospital in
Kent remains uninspected since 2016/17. We await
the review, led by Dr Penny Dash, into the future
of the Care Quality Commission (CQC) and safety
regulation, and have contributed to the discussions.
All our business decisions, at central and local level,
have clinical input and quality at their heart. The level
of care we can provide in each hospital is clearly
defined: by specialty, complexity of procedures
and complexity of patients.
We maintain robust standards of clinical and corporate
governance in line with best practice, while promoting
an open and learning culture for all colleagues
and using data to support hospitals on quality, and
rigorous ward-to-board assurance. We are extending
our robust governance approach to newly acquired
parts of the business, seeking to share learning
as we integrate services and develop new ones.
Spire Healthcare Group plc
Annual Report and Accounts 2024
15
Chief executive officer’s strategic review continued
At the heart of our growing primary care business
is VHG which provides mental and physical health
services in England. The other customer offerings
are listed on page 5. I was pleased to see that
VHG won the Health and Wellbeing Awards ‘Best
Company to Work For’ award and the HealthInvestor
‘Primary Care Provider of the Year’ award, recognising
their achievements.
We are continually improving our patient experience
in the hospitals business. Our 2024 patient survey
showed 97% of our hospital patients rated their
experience as ‘very good’ or ‘good’, while 95% of
patients said they felt ‘cared for’ or ‘looked after’
in our hospitals. Both of these are an improvement
of one point on prior year. In VHG, 94% of NHS
talking therapies patients were satisfied with
their treatment.
We implemented a new patient experience framework
in 2024, which provides a toolkit for each hospital
to listen to patients, and the full implementation
of PSIRF for all patients has resulted in a step change
in our culture and approach to patient safety and
response across our hospitals. We have also
developed our driving clinical excellence in practice
programme, launched in 2023, to support our
registered nurses’ and allied health professionals’
continuing professional development.
I was thrilled that Spire was a finalist in the HSJ
Patient Safety Awards in 2024 for ‘Developing a
Positive Safety Culture’ and that we developed and
led two sessions at the HSJ Patient Safety Congress,
showing how we are leading the way on safety
through integrating PSIRF, Quality Improvement and
Freedom to Speak Up to deliver quality and safety
within the right culture.
Expanding our proposition
Our primary care services are also tackling the
causes of ill health and low productivity, working
in partnership with the NHS and corporates to care
for more people, while offering synergies to our
hospital business.
In 2024, VHG won new NHS contracts in Derbyshire,
and Kent and Medway, the latter being the largest
talking therapies service run by a single independent
provider and the former starting in 2025. Our
contracts in Bromley, Oldham, and Basildon and
Brentwood were renewed for an extended period.
As part of a wider primary care strategy, we plan to
push our services into new geographies, prioritising
areas where we already have a hospital or clinic
presence, linked to a patient support centre, increasing
the opportunity for downstream revenue into hospitals
and the ability to serve local communities better.
It was pleasing to win new contracts for occupational
health, including with a prominent UK retailer.
In 2024, we opened three new day case clinics to
meet growing healthcare needs in our communities
and to complement our 38 hospitals, as part of a
previously-announced network of clinics. The first
was in Abergele, North Wales, early in 2024,
and clinics in Harrogate and Norwich opened in
December creating links with new consultants and
joint working with Spire Leeds, Spire Methley Park,
Spire Norwich, and Spire Yale, including the new
diagnostic centre we opened there in 2023. In late
2024, we launched a dedicated hip and knee network
with Aviva as a preferred supplier across England,
Scotland and Wales.
Working with the NHS
Waiting lists have remained sizeable, with 7.46 million
treatment pathways at the end of 2024. The government
seeks to reduce waiting times and modernise the
service and is developing a 10-year plan to improve
care, which is expected in 2025. In the early days
of 2025, we agreed to support a new agreement
between the NHS and the independent sector to
work more closely together on relationships, systems
and training and to care for more NHS patients.
In 2024, we cared for over 199,500 NHS hospital
patients up on 2023. We proactively welcome more
NHS patients to maximise capacity and worked on this
in 2024. For example, we reached an agreement with
the NHS to support the Sussex Health system, helping
to reduce its list of long-waiting patients by providing
treatment through a group of Spire hospitals in the
south of England. Most of Spire’s NHS activity comes
from NHS GPs via the electronic referral system
(eRS), which allows patients to book appointments
with providers with the shortest waits.
Leadership changes
In May 2024, I was pleased to appoint Harbant
Samra as chief financial officer, taking over from
Jitesh Sodha who stepped down. Harbant joined
Spire Healthcare in 2018 as a group financial
controller and became deputy CFO in 2022.
It was with great sorrow that we announced
the death of Martin Angle, Deputy Chairman and
independent Non-Executive Director in September.
Martin had a distinguished career across banking,
private equity and industry. He joined our board in
2019 and was chair of our audit and risk committee
and a member of several other committees. I will
personally miss Martin’s knowledge, experience
and passion for our business.
I look forward to welcoming Rebecca Harper to
the new executive committee position of group
corporate affairs director in April 2025.
In summary, our strategy is delivering and we have
responded to a changing market with discipline.
Thank you to all colleagues, consultants and leaders
for their efforts and commitment during 2024. We
remain confident in the combination of structural
market growth, the growth potential of new
primary care services, increased synergies between
the two, and a continued strategic partnership with
the NHS.
We are a diversified, integrated business with
strong patient satisfaction and resilience for the
future. In 2025, I look forward to further business
transformation, the next phase of savings through
operational efficiencies leading to growth,
improved margin and benefits for patients and
colleagues, and to contributing in even greater
measure to the nation’s health.
Justin Ash
Chief Executive Officer
Spire Healthcare Group plc
Annual Report and Accounts 2024
16
Governance report
Overview
Strategic report
Financial statements
Other information
Our business model
How we create value for the
business and our stakeholders
Spire Healthcare helps people return to good health,
providing more choices, quickly and safely, through
our dedicated and highly trained colleagues, at a time
of unprecedented healthcare demand.
Our strategy
We’re helping to meet Britain’s
healthcare needs by running
great hospitals and developing
new services through the five
pillars of our strategy:
– Driving hospital performance
– Building on quality
– Investing in our workforce
– Championing sustainability
– Expanding our proposition
Which together deliver strong
financial performance.
We discuss our strategy
in detail on page 21
Risk management
We work towards achieving
our strategic objectives by
identifying, quantifying and
monitoring risks, in terms of
consequence and likelihood.
See our risks and internal
control report on page 65
Sustainability
We aim to become recognised
as a leader in sustainability
in our industry. Through our
sustainability strategy, we seek
to drive positive change in the
workplace, local communities,
and the environment.
See our sustainability report
on page 38
What we do and key trends
Our drivers and resources
Our objectives
The value we create
Our offer: from prevention to
complex care
– A nationwide network of
private GPs with rapid access
clinics in London
– Occupational health
and employee assistance
programmes
– Diagnostics
– Treatment and surgery:
from orthopaedics to cancer
and complex care
– Physiotherapy, recovery
and rehabilitation
– NHS talking therapies
and corporate and private
mental health
Market trends
– Population profile
– NHS waiting lists
– Private market
– Healthcare workforce
– Economic environment
– Role for corporates
Read more on this in our
market on page 19
We provide high job satisfaction, a competitive
reward and recognition framework, and the
chance to learn, develop and grow
We invest in the best people, facilities, patient
safety and equipment to make Spire Healthcare
the partner of choice
We provide clear policies, relationships and
contracts to ensure long-term and mutually
beneficial commercial arrangements.
We provide their members with prompt access
to leading consultants, facilities and clinical
teams with a strong track record on safety,
quality and patient satisfaction
As a critical link in referrals, we liaise closely
with them and deliver training, education
and information
We engage with a variety of regulators to ensure
compliance with the law and high standards
We support the UK economy and corporates by
investing in skills, technology and infrastructure,
while boosting productivity by helping people
get back to work
We aim to create value by delivering strong total
shareholder returns and keep them informed
on all major issues
We provide their employees with access
to leading clinicians, facilities, locations and
virtual services to enable people to stay in or
get back to work
We help the NHS reduce waiting lists, work
closely with the NHS centrally and in local
communities, with commissioners and trusts,
and provide NHS talking therapies, physiotherapy
and dermatology services
We provide fast access to high-quality, personalised
clinical and medical care, and advice, with
world-class experts
For colleagues
For consultants
For suppliers
For private medical insurers
For NHS GPs
For regulators
For the community
For investors and lenders
For corporates
For patients
For the NHS and government
Our purpose
Making a positive difference
to people’s lives through
outstanding personalised care.
Our resources
– A highly motivated and
skilled team of clinical and
non-clinical colleagues
– GPs, consultants and other
health professionals who
are experts in their field
– Hospitals, critical care units,
Macmillan-accredited cancer
centres, clinics and consulting
rooms
– Our digital infrastructure
and the latest medical
facilities and equipment
See more detail on how we
generate revenue on page 18
Spire Healthcare Group plc
Annual Report and Accounts 2024
17
Our business model continued
How we generate revenue
PMI: 44%
Private patients: 67%
2023: 71%
2023: 26%
2023: 3%
NHS: 30%
Other: 4%*
*Other – includes corporates and non-patient revenue
Private patients
We offer assessment, diagnostic tests and
treatments at our hospitals and clinics. People
have a choice of when and where they are cared
for, in hospitals and clinics that combine excellent
clinical outcomes with ‘hotel-style’ levels
of service.
To read more about trends in the
private health market, see page 19
PMI
We have long-term contractual relationships
with all the major private medical insurance (PMI)
providers Aviva, AXA Health, Bupa and Vitality
Health, which dominate the market. Patients’
insurance covers future specified health needs,
and when patients are cared for by us, agreed
costs are covered by the insurer. We market
a Spire-branded insurance product, inSpire,
underwritten by AXA Health, which gives access
to affordable private care at Spire Healthcare
hospitals.
Self-pay
Where patients pay directly for their care they
can directly book treatments, without the need
for a GP referral. Patients pay a fixed price directly
for each treatment or procedure such as a
consultation, scan, surgery, mental health session,
physio session or GP appointment.
NHS
We contract with the NHS to care for NHS patients,
offering diagnostics, elective surgery and treatment
and at our hospitals and clinics. Some work comes
through block contracts, but most patients come
to us directly through their NHS GP, allowing
waiting patients to access care. Patients have
the legal right to request NHS treatment in an
independent setting and the government has
agreed to promote this choice through a new
agreement. Care is at the same tariff prices as
local NHS trusts. The NHS agrees settlements
with Spire annually for the cost of care and prices
increased by 3.9% in 2024.
Through Vita Health Group (VHG), we provide
talking therapies, musculoskeletal and physio
services, and dermatology services for the NHS.
Services are free at the point of delivery to
patients, who can self-refer to services without
seeing their NHS GP.
Corporates
We provide over 800 corporates with occupational
health services through long-term contracts and
employee assistance programmes. Our services
support corporates to keep employees healthy,
protect and promote good health and provide
services such as health surveillance, training and
mental health support. VHG has contracts with
200 corporate clients and Spire Occupational
Health has over 610. We also offer a pay-as-you-go
model with smaller businesses.
To read more about services for corporates,
see Engagement with stakeholders on page 59
Where we generate revenue
How we generate revenue
As a leading independent healthcare group, we provide diagnostics, inpatient, day case and outpatient
care to insured, self-pay and NHS patients, occupational health services to over 800 corporate clients,
private GP services and physical and mental health services for the NHS.
2023: 45%
2023: 26%
Revenue
£1,511.2m
2023: £1,359.0m
Self-pay: 23%
Spire Healthcare Group plc
Annual Report and Accounts 2024
18
Governance report
Overview
Strategic report
Financial statements
Other information
Our market
Ongoing significant demand for safe,
high-quality healthcare treatment is
driving our market
The demand for healthcare in the UK remains
strong – with accelerated demand for private
healthcare, and the number of patients paying
privately for healthcare continuing to increase.
We have a strategic partnership with the NHS
and stand ready to take on more work, including
increased complexity. We welcome patients
exercising their right to choose where they
receive treatment.
The number of people out of work in the UK due
to ill health continues to increase, and with our
expansion into primary care services including
mental health and physiotherapy, we are
confident we can help more people live healthier
lives and get back to work, as well as supporting
corporates to take care of their employees.
Key trends
The UK’s growing and ageing population, and the
prevalence of long-term conditions, are putting pressure
on the UK’s healthcare resources. The number of people
in the UK who are economically inactive has grown
to 2.8 million1 , with those inactive due to long-term
sickness on the rise since 2022.2 In addition, 1.7 million
working-aged people are suffering from a work-related
illness in the UK.3 One in four people will experience
a mental health problem of some kind each year in
England4 and poor mental health is costing the economy
an estimated 5% of GDP.5
Impact
– Total costs to Britain were around £21.6 billion in
2022/23, while in 2024, 33.7 million working days
were lost due to work-related illness and injury.6
There is an increased government spotlight on
the need to get people back to work
– People continue to experience long waits to see their
NHS GPs and are struggling to access community
services for long-term conditions or other health issues
– In 2023, the NHS spent £217.5 million on medications
to treat depression and anxiety.7 Talking therapies are
effective and confidential treatments, delivered by
trained and accredited practitioners for conditions
including depression and anxiety
Our response
– We are committed to delivering a range of vital
healthcare services to help improve the population’s
health, relieve pressure on the NHS and support those
with long-term ill-health
– We continue to expand our range of primary care
services including our physical and mental health
business, VHG, and offer a range of services covering
wellbeing, musculoskeletal therapy, mental health
services and NHS talking therapies
NHS waiting lists remain high, with 7.46 million8
pathways although down from the all-time high of 7.8
million. In 2019, there were around 1,600 people waiting
longer than a year for care; today, it is approximately
200,000, much reduced from 2023, but still much higher
than before the pandemic. The 18-week waiting target
has not been met for almost 10 years. Over 1.5 million
patients were removed from NHS waiting lists via the
private route in 2024 – at a rate of around 18,000
patients a week.9 The new government seeks to reduce
waiting lists and waiting times, move more care into
the community, focus on prevention, and improve
technology in the service.
Impact
– The private sector is well placed to contribute to
health provision in the UK. Government and the
NHS recognise the need to work with the independent
sector to care for NHS patients by using its capacity.
The NHS spent £2.1 billion in private hospitals in 2023,
up from £1.9 billion in 2022
Our response
– Most of Spire’s NHS activity comes from NHS GPs
via the electronic referral system (eRS), which allows
patients to book appointments with providers with
the shortest waits. Tariff prices per procedure are the
same as in NHS trusts
– We have a strategic partnership with the NHS and
stand ready to take on more NHS work, particularly on
longer-term contracts, allowing us to create capacity
for diagnostics and treatment. We are contributing
to the 2025/26 NHS Payment Scheme consultation
– We are engaging with NHS England on the new
10-year plan due to be published in spring 2025,
and we contributed to a new concordat statement
of partnership between NHSE and the independent
sector
1. Source: Get Britain Working White Paper, Policy Paper,
26 November 2024, www.gov.uk
2. Source: Rising ill-health and economic inactivity because
of long-term sickness, UK: 2019 to 2023, ONS, 26 July 2023
3. Source: Statistics, Key figures for Great Britain (2023/24),
Health and Safety Executive
4. Source: www.mind.org.uk
5. Source: The Mental Health Foundation
6. Source: Mental Health Statistics UK 2024: ForthWithLife.co.uk
7.
Source: NHS England
8. Source: NHS England
9. Source: Independent Healthcare Providers Network (IHPN),
24 January 2025
14. Source: LaingBuisson
Population profile
NHS
7.46 million
Patient pathways on waiting lists, down from 7.6
million in December 20238
33.7 million
Working days lost to work-related illness and injury6
16.4 million
People in the UK now covered by a form of private
health scheme, up from 13.5 million pre-pandemic14
01
02
Macro trends
Spire Healthcare Group plc
Annual Report and Accounts 2024
19
13. Source: PHIN
14. Source: LaingBuisson
10. Source: Private Acute Healthcare Report, LaingBuisson,
October 2024
11. Source: PHIN
12. Source: Spire Healthcare research, 2024
Economic environment
Private market
Role for corporates
Healthcare workforce
05
03
06
04
Our market continued
Structural trends
Following sharp rises in inflation in the UK in 2023,
the rate fell in 2024, but cost-of-living pressures are
still affecting many people’s disposable income.
New government measures to increase national
insurance rates for employers will add further pressure.
Impact
– The economic climate and financial concerns have
resulted in a complex inflationary environment that
affects our supply chain, our operational costs and
salary expectations. However, people will continue
to need healthcare
– Spire has some resilience to these pressures. Our core
customer is more insulated against rising costs, while
our older, self-funding customers are less likely to have
borrowing costs. We have shown that three-quarters
of the population could obtain access to funds to pay
for care if needed12
Our response
– We forecast that our significant investment in solar
power during 2024 will result in a reduction of energy
costs by 17.9% and 3% for building management
systems
– The largest rise in our costs is colleague salaries, with
increases to address the cost-of-living in 2022, 2023
and 2024, and we remain a competitive employer
on reward
– Our continued investment in the transformation
and modernisation of the hospitals business will
yield significant efficiencies to offset rising costs
– Our continued integration of primary care services and
creation of new care pathways will enhance margin
The value of the UK’s private healthcare market rose
to a record £12.4 billion in 202310 , and while UK PMI
penetration is low (c.15% of population), it is growing.
Private hospital admissions for insured patients grew
to record levels in 2023, with PMI established as the
primary level of payment – now more popular than
before COVID-19 – as more people understand the
costs and benefits of PMI and more workplace schemes
become available11.
Impact
– The overall self-pay market for healthcare ceased
to grow in 2024 but demand remains above
pre-pandemic levels. More people are becoming
insured, either through employment or direct
purchase of policies
Our response
– We care for private, corporate and NHS customers
through PMI, self-pay, contracts with employers
and NHS referrals. Spire works with all major insurers
– We are widening our integrated healthcare offering
to span hospitals and clinics, including Spire GP, LDC,
Spire Mental Health and VHG alongside the hospitals
business. These services can meet more needs of local
patients and are increasingly part of the value chain
into hospitals
– We are disciplined on pricing and acuity (complexity)
mix. We have implemented price rises and managed
our mix of services and choice of products
Corporates are increasingly expected by their workforce
to play a role in preventing, maintaining and improving
the health of their employees, through PMI, occupational
health and wellbeing interventions. Over 25% of
businesses offer PMI and one in five are planning
to introduce it over the next 12 months13.
Impact
– 16.4 million people in the UK are now covered by some
form of private health scheme, up from 13.5 million
pre-pandemic14
– Corporates who prioritise employee health and
wellbeing are better able to attract and retain top
talent, and enhance overall business success
Our response
– We are advising employees and corporates to
support companies to have a healthy workforce, and
broadening our primary care services into adjacent
markets including occupational health,
musculoskeletal services and mental health
– We provide mental health and musculoskeletal
services and employee assistance programmes
to corporates through VHG, helping companies to
support their employees to remain healthy at work or
aid those off work to recover and return to their duties,
thereby improving productivity for corporates
– We provide services for corporates through Spire
Occupational Health and VHG; prioritising
occupational health yields benefits for corporates
including reduced absenteeism, improved morale
and complying with the law
The UK healthcare sector continues to face a severe
skills shortage, with healthcare professionals leaving
the industry each year. The combination of recent high
inflation and labour shortages is also impacting upon
the profession. A long-term NHS Workforce Plan was
published in summer 2023, setting out the strategic
direction for the workforce in England, addressing the
shortfall into the 2030s by expanding training.
Impact
– The current staff shortage in the UK’s healthcare
sector is creating strain on healthcare delivery and
patient care
– Attracting and retaining the best people remains a
challenge for all healthcare providers, both state and
independent. Rates for agency staff and specialist
clinical roles are rising owing to both shortages
and inflation, presenting a further challenge
Our response
– We seek to be a positive contributor to the healthcare
workforce. We run a large nurse apprenticeship
programme and offer a range of clinical and
non-clinical apprenticeships, along with many
training opportunities
– In 2024, we increased the proportion of permanent
colleagues, improved colleague retention to 86.1%
and reduced agency spend
– We are competitive in the reward we offer colleagues,
so we can attract and retain the best people, and
have addressed that in our salary awards and
benefits programme
Spire Healthcare Group plc
Annual Report and Accounts 2024
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Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
Helping to meet Britain’s healthcare needs
As a leading integrated healthcare
provider, we bring together the
best people who are dedicated
to developing excellent clinical
environments and delivering
the highest quality care.
Informed by our purpose, structured through our
business model, we have evolved our strategy with
a clear direction; not only in hospitals, but also across
a range of primary care services, so we can better
respond to growing healthcare demand in the UK.
Our five strategic pillars are helping us to meet
evolving health needs across England, Wales and
Scotland. We are focused on quality and safety,
investing in our workforce and expanding our
proposition, as well as championing sustainability
and driving hospital performance.
Over the next few pages, we describe in more detail
how we have progressed on each pillar over 2024.
Our key performance indicators
(KPIs) are explained in detail
on page 62
Driving hospital performance
Building on quality
Investing in our workforce
Championing sustainability
Expanding our proposition
See page 25
See page 29
See page 32
See page 35
See page 22
Continue to grow across our existing
hospital estate with increasing margins
Maintain strong quality and safety
credentials for patients and as a
competitive advantage
Aspire to attract, retain and develop the
most talented people to our business
Become recognised as a leader in
environmental, social and governance (ESG)
in our industry
Selectively invest to attract patients
and meet more of their healthcare needs
Read about our engagement
with stakeholders
on page 55
Read about our work
in sustainability
on page 38
to deliver a strong financial performance for our shareholders
and the fiscal strength we need to invest in future growth
Spire Healthcare Group plc
Annual Report and Accounts 2024
21
Our goals
Highlights and priorities
Priorities for 2025
– Deliver the next milestones on our digital
transformation: a new consumer website
and new CRM platform
– Ongoing margin enhancement towards
21% by the end of 2027
– Further savings and efficiencies to deliver
a cumulative £80 million by 2026
– Delivering patient support centres
to improve efficiency and service
– Provide people with rapid access
to diagnosis and treatment
– Provide market-leading offer to private
patients, with targeted growth in NHS
treatments
– Outperform the UK’s overall hospital
market growth
– Improve our hospital margins and
maximise opportunities
Highlights of 2024
– Invested in our hospitals business to
transform care, quality and service through
centralisation and digitalisation
– Increased private revenue by 3.7% to
£995.2 million from £959.7 million in 2023
– £112.1 million capex investment across
our estate, including solar energy and three
new clinics
– New patient support centres
Our strategy continued
Maximising growth in our hospitals
Performance in our hospitals business is driven by
delivering a great experience for our patients, our
consultants and our teams – ensuring safe care in
well-run, high-quality hospitals underpins our ability
to deliver results. Getting care right, as evidenced
by patient, colleague and consultant feedback, results
in good commercial outcomes and maximises
patient safety.
Quality is therefore an integral part of every decision
we make. All our business decisions, at both central
and local levels, have clinical input and quality at their
heart. For more see Strategy: Building on quality,
on page 25.
We continue to improve our hospitals performance,
ensuring all our hospitals work together to deliver
our purpose of making a difference to people’s lives
through outstanding personalised care. We are doing
this by transforming the delivery of our hospital
services to our patients and our partners and
investing in digitalisation.
To maximise performance in our hospitals, we are
prioritising operational control, increasing capacity
and maximising utilisation across our sites. Today, this
remains a skilled, but manual, process that enables us
to respond to issues of absence and cancellations in
real time. Over the next two years, we will continue
to automate these processes to further improve our
resilience and performance. We have a clear plan for
growth, including returning administration space to
clinical use and growing our network of clinics and
primary care facilities.
Delivering efficiencies
We continue to roll out our efficiencies programme
to deliver material savings, efficiencies and customer
service improvements, and have an upgraded
ambition to deliver a cumulative £80 million in
savings by 2026, working towards an adjusted
EBITDA margin for hospitals of at least 21% by
the end of 2027.
1. Driving hospital
performance
Continue to grow across our existing
hospital estate with increasing margins
As a preferred provider and partner,
we aim to offer an outstanding patient
experience in our hospitals and ensure
we are easy to do business with.
Spire Healthcare Group plc
Annual Report and Accounts 2024
22
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy continued
Excellence in clinical innovation –
reducing average length of stay
We had a successful year in our business
transformation of the hospitals business in 2024.
Our focus in 2024 was securing the foundations and
making sure that we have the internal and external
security in place as we initiate significant investment
projects, leading to more visible transformation and
modernisation from 2025. We have improved the
performance of core digital platforms such as our
hospital management system, and delivered digital
check-in for patients using a tablet, thereby saving
time. We have also developed a sophisticated
integrated PMI booking tool to help most PMI
patients access outpatient consultant bookings
more rapidly. In addition, we have completed much
of the groundwork in 2024 to launch both a new
customer relationship management system and a
new consumer website in 2025. We are seeing
encouraging momentum from new initiatives such
as workforce planning and scheduling tools, and the
transformation of our pathology business, better
buying and procurement.
In 2024, we expanded our first patient support
centre in Essex, which services five of our biggest
sites around London, and opened new sites in Cardiff
and Seaham in Sunderland. The centres bring
significant benefits, meeting demand for patient
bookings and reducing costs. Bringing teams together
centrally has improved patient response, accuracy
and service, with a reduction in average handling
times and improved call capture rate. It has also
enabled us to re-purpose space and increase clinical
capacity by reallocating to clinical use and gaining
economies of scale and revenue.
Digitalisation
We are investing in digitalisation to work more
efficiently; removing paper and automating
repetitive manual processes. Our transformation
programme will deliver savings, better experiences
for our patients, teams and consultants, and give us
advanced data capabilities to make better decisions
and build long-term relationships – from improved
appointment management, to updating electronic
prescribing systems and observations that improve
patient safety and clinical outcomes. By embracing
data, exploring emerging AI technologies and
fostering innovation across our organisation,
our colleagues will be better placed to provide
personalised patient care, with reliable access to the
right tools.
Our move towards digital patient records will improve
patient booking experiences with secure, reliable
and instantly available medical records. We have also
introduced automated invoice receipting for more
than 50% of hospital invoices, enabling us to increase
invoice volumes without increasing our team size.
This process significantly reduces clinical time spent
manually recording and uploading information,
as well as improving patient safety and care.
Tactical deployment of Robotic Process Automation
capex investment allows us to harness the power
of automation and eliminate repetitive
manual processes.
This programme of transformation requires careful
planning and significant programme management
support to ensure that we transition the hospitals
business safely, without disruption to clinical care
or financial outcomes.
Increasing capacity
Our hospital directors, directors of clinical services
and other hospital leaders maximise physical capacity
and increase utilisation at our sites. We aim to make
more of the space we have, such as moving work
from theatres (if it can be done in an outpatient
setting) to free up valuable space for more complex
work, or returning administration space to clinical
use. Physical capacity is the output of several factors:
theatre space, beds, outpatient capacity and imaging,
and the mix and acuity of patients. We have seen
significant growth in utilisation over the past three
years and measure sites with unused capacity.
Playing our part in partnering with the NHS to
improve safety and provide quality care for waiting
patients is a key priority, as well as increasing
capacity to support NHS elective recovery.
In 2022, we started a project to reduce the length of
stay for joint replacements, freeing up more beds to
enable increased capacity. We also wanted to help
reduce NHS waiting lists by seeing more patients
more quickly.
Since launch, hospitals have created more capacity
and treated 5,000 more orthopaedic patients,
leading to an increase in revenue of £1.64 million.
The average length of stay reduced by 0.65 days
for hip replacement and 0.63 days for knees.
Connected to this, we have achieved a 60%
reduction in avoidable venous thromboembolism
(VTE) over 2023 and 2024, achieved through early
mobilisation and improved hydration. All our
benefiting patients have spent less time in hospital,
while there have been stable levels of readmissions
and no reports of readmissions due to unsafe
discharge in those with a shorter length of stay.
Increasing ward bed capacity has enabled us to
increase the number of NHS hip and knee
replacement procedures. Compared with 2022,
an additional 2,600 NHS procedures were carried
out in 2023 and 800 in 2024. This is an increase
of 19% in 2023 and 5% in 2024.
Faster treatment through increased capacity
enables patients to return to normal life,
contributing to overall wellbeing and removing
patients from waiting lists. The shorter length of
stay has also freed up key clinicians’ time, allowing
increased throughput without requiring extra
clinical resources, such as physiotherapists
or nurses.
The new pathway has now been introduced at
some NHS hospitals, sharing the learning and
further reducing NHS waits within an NHS setting.
Patients who say their experience of our service
in hospitals was ‘very good’ or ‘good’
97%
(2023: 96%)
Source: Patient Discharge Survey 2024.
Strategy in action
Spire Healthcare Group plc
Annual Report and Accounts 2024
23
Our strategy continued
In addition, we have directly increased capacity by
opening three new clinics in Abergele in North Wales,
Harrogate and Norwich. These day case clinics allow
more patients to be cared for out of hospital and free
up space in our hospitals.
Investing in our estate
In line with our five-year refurbishment programme
across our core estate, we have invested in improving
many of our hospital sites in 2024, including
highly-visible, patient-facing reception areas, new
technology and sustainability developments to
provide the best environment for our patients and
colleagues and contribute to our net zero targets.
Major projects have included:
– Over £4 million on major refurbishment at five
sites in Huddersfield, Cardiff, Sheffield, Edinburgh
and Southampton
– Over £6 million on five new MRIs and a further £8.5
million on X-ray, mammography and CT equipment
– More than £10.2 million on installing solar
photovoltaic panels and building management
systems (BMS) across our hospitals estate, with
solar expected to lower energy consumption
by 17.9% and BMS by 3%, and enhance the
sustainability of facilities nationwide
– Over £2.8 million on fire safety
Tracking our success
As a multi-site business, we have adopted a ‘retail’
approach to tracking performance and making
trading decisions to drive consistency and give clear
guidance to maximise performance. We use key
performance indicators to track the performance of
our hospitals. Through a combination of daily reports
and weekly site-led forecasts of activity and cost,
we review relevant levers to understand our hospitals
performance, including digital traffic and conversion,
bookings, workforce planning and costs, as well as
key support functions such as IT systems.
We capture use and application of data across
the business and use it to improve our insight and
improve processes. We review the data we submit
to external bodies such as PHIN, procedure registries
and PROMs, and use our data extensively for internal
assurance, as well as analysing consultant intervention
ratios, feeding into our key performance indicators
and key patient safety metrics.
Partnering with the NHS
We believe private healthcare has an important
role to play in tackling waiting lists by working in
partnership with the NHS. We continue to help the
NHS recover: our volume of NHS work increased again
during 2024 and we saw increased NHS volumes in
the second half of 2024.
We supported the former government’s Elective
Recovery Taskforce in 2023 and gave our support
to the new agreement with the NHS in early 2025,
both of which aim to reduce waiting lists by using
the independent sector. A continued role for the
independent sector and more choice for patients,
supported by the government and freshly promoted
legal rights to choice, saw more than 199,500 NHS
patients in our hospitals in 2024. We continue to
engage and develop our relationships with the
Integrated Care Boards that bring together providers
and commissioners of health and care services across
geographical areas.
We have completed the sale of Spire Tunbridge Wells
to the NHS; we continued to run the hospital for
six months and it is now fully in NHS hands.
Services for children and young people
Children and young people are an important part of
our patient mix. In 2024, we saw more than 45,000
children in our outpatient departments and cared for
over 5,000 on our inpatient wards. We offer a broad
range of paediatric services in a hub and spoke model
with 12 hub sites offering full services and 15 spoke
sites feeding in. Services range from initial consultation
and diagnosis through to treatment and surgery,
including general paediatric medicine, allergy,
dermatology, orthopaedics, gastroenterology, and ear,
nose and throat services with the latter the busiest
service. We have introduced new services at some
hospital sites, including cardiology and endocrinology.
Capex investment, including solar energy and three
new clinics
£112.1m
(2023: £84.4m)
Hospitals business private revenue growth 2024
+3.7%
£995,300 in 2024 (2023: £959,700)
We are investing in digitalisation to
work more efficiently; removing paper
and automating repetitive manual
processes. Our transformation
programme will deliver savings
and better experiences for patients,
teams and consultants.”
Spire Healthcare Group plc
Annual Report and Accounts 2024
24
Governance report
Overview
Strategic report
Financial statements
Other information
Our goals
Highlights and priorities
Priorities for 2025
– Continue to deliver against our quality
standards
– Embed our outcomes and effectiveness
framework and our knowledge and
learning framework
– Create a bespoke programme for all our
directors of clinical services, who manage
clinical quality in each hospital, on clinical
excellence and leadership
– Launch new clinical tool for patient
observation, eNEWS
– 100% of our inspected locations achieve
‘Good’ or ‘Outstanding’ ratings from
regulators in England, Scotland and Wales
– Sector-leading patient satisfaction
– Above-average patient recorded outcomes
Highlights of 2024
– Implemented the NHS England Patient
Safety Incident Response Framework (PSIRF)
across all hospital sites, ahead of NHS
England requirement
– Developed our Driving Clinical Excellence
in Practice (DCEP) programme
– Progressed the five-year nursing and allied
health professionals strategy, aligning to
directors of clinical services’ objectives
– Delivered eight DAISY and 23 IRIS awards
to winners across the country
Our strategy continued
Outstanding clinical quality
Quality underpins everything we do, with the delivery
of high-quality patient care and patient safety central
to operations and embedded in our purpose and
culture. As an integrated healthcare provider,
maintaining quality is always our priority across
our hospitals and primary care services.
We aim to deliver care to the highest possible
standards at all sites, all the time. This means being
uncompromising on patient safety, aspiring to the
highest levels of incident reporting and the lowest
level of moderate and severe incidents. We work hard
to support our colleagues and consultants to ensure
they have the skills and facilities they need to ensure
patient safety. In 2024, 98% of our inspected
hospitals and clinics are rated ‘Good’ or ‘Outstanding’
or the equivalent by regulators in England, Scotland
and Wales. Both Spire hospitals in Edinburgh, Spire
Clare Park in Farnham and Spire Cardiff were re-rated
as ‘Good’ or equivalent. We are still awaiting
reinspection of Spire Alexandra in Kent, which has
not been inspected since 2016/17. All inspected VHG
locations are rated ‘Good’ by CQC.
We engage with patients every day to better
understand their experience in our care, their outcomes,
and the broader patient experience before and after
they came into our care.
Delivering continuous improvement
We drive quality in the hospitals business around
our own three core frameworks that encompass our
approach to patient safety, patient experience, and
clinical outcomes and effectiveness. We collaborate
and share vital information and learning across
hospitals to improve safety and encourage continuous
improvement, ensuring the right conversations are
happening and vital lessons are learned. We also
believe it is important to create safe spaces for all our
colleagues to reflect and gain insight on key matters,
where they can hold professional conversations
without fear of retribution; we reminded colleagues
of their safety regularly in 2024.
2. Building on quality
Maintain strong quality and safety credentials
for patients and as a competitive advantage
We are focused on maintaining high-quality
and patient safety across the organisation,
underpinned by an open, learning and
quality improvement culture.
Spire Healthcare Group plc
Annual Report and Accounts 2024
25
Our strategy continued
The implementation of the new Patient Safety
Incident Response Framework (PSIRF) across our
hospitals in 2024 has resulted in a step change in our
culture and approach to responding and learning
from patient safety events in the hospitals business.
Our hospitals implemented this for all patients in all
areas, beyond our obligation for English NHS patients.
PSIRF promotes a proportionate approach to
responding to patient safety incidents through a
robust methodology and a system of improvement,
with compassionate engagement and involvement
with those affected. It recommends learning from
incidents, with considered responses, and supportive
oversight, focused on strengthening response
systems and improvement. PSIRF’s impact has been
far-reaching; it has transformed our approach to
responding to incidents and positively affected
our culture. It:
– Empowers us to review and respond to patient
safety incidents with robust engagement across
multidisciplinary teams, including consultants
and our resident doctors
– Addresses the whole patient pathway, not just
an element of care, proactively bringing together
different departments, so relationships are
improved
– Ensures that learning is identified faster, and
actions to make change are more meaningful
and effective
– Enhances the creation of a psychologically safe
environment for teams to share what has
happened and ensure that we learn better
and faster
– Influences our approach to quality as we use all
the information we gather from PSIRF to influence
improvement projects
For some patients, while rare, care does not go as
planned. Our PSIRF plan, published on our website,
highlights the incidents for which we have an
increased focus. The PSIRF process supports us to
engage early and transparently with colleagues and
patients, and we undertake duty of candour when
required. Learnings from incidents across all hospitals
and sources are collated in our quarterly learning
report which is discussed at hospital, executive and
board quality meetings. We support hospitals with
toolkits to share learning, and also share learning
outcomes across the group with 48-hour flashes,
fortnightly consultant newsletters, and other means.
We review our data in the context of other published
data; in 2024, Spire was not an outlier for our
transfers out, mortality or other key nationally
published indicators. We monitor the transfer out of
patients to another facility as a quality KPI, and review
each transfer out to learn and spot any trends. These
reviews have been significantly strengthened with
the implementation of PSIRF and our transfer out rate
remains very low. Spire’s risk management system
was upgraded in 2024 and now allows us to report
NHS England patient safety events via the national
system and to benchmark with all NHS providers.
Our patient experience and engagement framework
enables our hospitals to focus on the key needs of our
patients: it gives them the tools to probe their own
patient data, and a toolkit for listening to patients.
We rolled out this new framework across our
hospitals in 2024 and internal feedback has been
positive: hospital leadership teams are focused on
improving patient experience and engagement by
interrogating data and learning.
This framework aligns with our patient survey, which
we use to understand key issues in care. We map
findings from our patient survey against what we
know to be important for our patients, as well as
other comparable metrics such as friends and family
(a metric used by the NHS). In 2024, 97% of our
patients rated their experience as ‘very good’ or
‘good’, while 95% of patients said they felt ‘cared for’
or ‘looked after’ in our hospitals, both up one
percentage point from 2023. In VHG, 94% of NHS
talking therapies patients were satisfied with
treatment, level with 2023.
As part of our patient experience and engagement
framework, our hospitals hold regular patient forums
to better understand specific issues raised by
patients. They give us an opportunity to speak
directly with our patients; they feed back on our
patient literature and help to review and develop our
services. Together with our surveys, this engagement
helps us to identify areas for improvement and create
solutions in partnership.
Regulatory inspections (with 5 reports published in 2024)
4
(2023: 6 inspection reports)
NHS patients cared for in 38 hospitals
199,500
(2023: 200,000 in 39)
We are committed to learning and improving when
incidents occur, including where patients are harmed
as a consequence of care. Our hospital leaders attend
a daily safety briefing with a standard agenda to share
key developments and determine any improvements
we can make. This is complemented by a weekly
meeting for all central function colleagues. A fortnightly
meeting for senior leaders is hospital focused and
supported by a detailed weekly briefing for cascade.
In February all hospitals implemented an additional
safety huddle during out-of-hours working time.
Our Quality Improvement (QI) programme reflects
our continuous improvement approach to safety
and quality. We have introduced over 300 successful,
locally led projects since 2022 and have delivered
on our three national 2024 QI priorities:
– Reducing rates of venous thromboembolism (VTE)
as a recognised complication of surgery: over 2023
and 2024, avoidable VTEs reduced by 60%,
sustained using some of the PSIRF methodology
– Reducing average lengths of stay (AVLOS): in 2024,
we reduced average length of stays by 0.65 days
for hip replacement and 0.63 days for knees
– Improving patient experience after care: focus
in 2024 on patients being clear about next steps
after an appointment or on discharge
Over 2024, we have also introduced a group national
tissue viability lead to support our hospitals on wound
management and care and advise on procuring
equipment to manage patients needing wound care.
In 2025, new digital enhancements will include
eNEWS and AI – enabled digital records.
We have also developed a Knowledge and Learning
framework to improve our approach as an organisation
with sustained learning. It is designed to direct the
creation, implementation and evaluation of shared
learning across the hospitals business, ensuring it is
aligned with strategy and driving improvements
in standards and care. It will be embedded in 2025.
Spire Healthcare Group plc
Annual Report and Accounts 2024
26
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy continued
Freedom to speak up
We believe culture is core to a safe patient
environment. We support a culture of excellence and
engagement, and we place a strong focus on having
a culture of openness and transparency. Ensuring our
colleagues feel psychologically safe is a prerequisite for
improving quality and providing safe care. We support
those who may feel that they can’t speak out and
remind everyone that they have a voice, will be listened
to, and that there is an avenue to raise concerns or ask
questions. We prioritise a Freedom to Speak Up (FTSU)
culture, and we are proud of our network of 239 FTSU
guardians and ambassadors (both consultant and
colleague) across all clinical and non-clinical locations
plus 6 in VHG. A key part of our assurance and
oversight is regular hospital visits across all our sites
by our board and leadership teams. The guardians are
championed by our chief executive officer, who meets
regularly with them. He also holds colleague forums
without management present at site visits to
encourage openness and trust. Two of the CEO’s top
four initiatives for 2024 were culture-based: ‘listen up’
and ‘inspire kindness’. We are encouraged that, in 2024
surveys, 81% of colleagues say they are comfortable
speaking up. We used colleague responses and
feedback alongside listening sessions to shape
our speak up strategy.
We submit our FTSU data to the National Guardian’s
Office (NGO) quarterly to support transparency;
we regularly involve the NGO in safety meetings.
The chief executive also spoke at the NGO’s FTSU
conference in 2024 on Spire’s FTSU culture. We hold
our annual FTSU month in October, aligned to the
NGO national campaign, to raise the profile of
speaking up and of the guardian role, as does VHG.
Colleagues can submit a Freedom to Speak Up concern
via risk management software, which is managed by
our trained guardians. Colleagues also have access to
an independent, confidential whistleblowing helpline,
enabling them to raise anonymous concerns. Training
in this area is mandatory for all colleagues, and for
consultants who practise solely in our hospitals.
Colleagues use the NGO’s three training modules:
‘Speak Up’ training for all colleagues, ‘Listen Up’ and
‘Follow Up’ are for managers. In 2024, VHG rolled out
this training and FTSU efforts are now integrated
across the group with monthly meetings, and all
guardians attending one group annual conference.
We have been early to introduce Spire’s version of
Martha’s Rule, called Ask to Escalate. This provides
family members with the ability to request a second
opinion if they are concerned. It also supports
a culture of listening.
Governance and oversight
We continue to strengthen our governance standards,
assurance and board oversight, using data to support
hospitals through comprehensive reporting processes.
We have developed an assurance model which
monitors policies and processes and identifies areas
of excellence and improvement. The final level of
assurance is the patient safety quality review (PSQR)
process which ensures hospitals continue to provide
high-quality care.
Our integrated quality assurance framework
includes a clear meeting structure that enables
‘ward-to-board’ reporting. We have a suite of KPIs
which are used at hospital, executive and board level.
A subset of KPIs are reported to the board monthly.
An expanded report with a full suite of KPIs provides
information, context and actions to our board (clinical
governance and safety committee) and executive
(safety quality and risk) quality subcommittees
to support robust conversations around assurance.
The safety quality and risk committee, and clinical
governance and safety committee, review all KPIs and
forensically probe for themes, trends or opportunities
for patient safety improvement. They scrutinise
consultant performance; identify quality outliers
by consultant, hospital, or procedure; ensure full
compliance with our policies around multidisciplinary
meetings, especially in cancer; and review specialist
services such as cardiac and young people’s services.
They also review any learnings arising from mortality
reviews and always receive a presentation from
hospitals on patient safety improvement. Sub-
committees of the board cover specific topics including
incidents, QI, mortality, medical professional standards,
VTE and data governance.
Colleagues across the group
17,600
(2023: 16,800)
To ensure our central senior leadership teams are
engaged in discussions around quality, we have
introduced regular operational level safety, quality
and risk (SQR) meetings that include reported data
and heat maps to show performance across the
business and improve assurance for senior leadership
SQR meetings.
We have extended our robust governance approach
to all parts of the business, including the services we
provide outside of hospitals, seeking to share learning
as we integrate newly acquired services and develop
new ones. Our primary care services have the same
reporting structures and senior leadership for VHG.
London Doctors Clinic and Spire Occupational Health
are now reporting into VHG.
Investing in quality
We continue to invest in colleague QI training
through our QI Academy. Over 2024, we carried
out 34 days of QI training, including how to talk to
colleagues, engaging with patients, and handling
concerns and complaints to ensure we continue
to deal with all cases with compassion and care.
To date, more than 15,000 colleagues have accessed
QI training, either virtually or in face-to-face sessions,
and we now have more than 250 QI-trained
practitioners. We also deliver bespoke QI training to
our medical advisory committee chairs, business unit
directors, directors of clinical services, finance managers
and Freedom to Speak Up guardians. The use of PSIRF
has increased colleague appetite for QI training by
100% with colleagues keen to learn how to be more
effective and enable lasting change.
We continue to ensure that we benchmark our
quality standards against best practice, including
using appropriate accreditation programmes.
We have earned JAG accreditation for our endoscopy
services at 14 sites; this accreditation is awarded by
the Royal College of Physicians’ Joint Advisory Group
on Gastrointestinal Endoscopy. In addition, 15 of
our 16 chemotherapy sites have Macmillan Quality
Environment Mark (MQEM) accreditation, which
champions cancer environments that create
welcoming and friendly spaces for patients. In 2024,
35 hospitals achieved the National Joint Registry’s
Quality Data Provider certificate, with 25 receiving
the ‘gold’ award (2023: 31 and 19).
We carry out patient safety quality reviews to ensure
we continue to provide high-quality care throughout
our hospital network.
Patients who say they felt ‘cared for’ or ‘looked after’
when receiving care in hospitals
95%
(2023: 94%)
Source: Patient Discharge Survey.
Spire Healthcare Group plc
Annual Report and Accounts 2024
27
Our strategy continued
Driving clinical excellence
Our clinical effectiveness and outcomes framework
demonstrates that the care we deliver provides the
desired outcome, in line with guidance and best
practice. This framework covers five toolkits: national
audits and registries, internal best practice, external
best practice, multi-disciplinary teams, and clinical
documentation. Each toolkit provides guidance and
support on compliance, reporting, tools and support
for our teams to ensure they are supported to deliver
best practice, measure and analyse outcomes. We are
rolling out this framework throughout our hospital
sites and, by 2025, each hospital will have action
plans to articulate outcomes and effectiveness.
Our five-year nursing and allied health professional
(AHP) strategy (2023-2028) supports our nurses and
AHPs to practice to high professional standards.
It is structured around the core pillars of developing
our workforce, delivering clinical excellence through
practice and enhancing professional pride through
celebration.
Our Driving Clinical Excellence in Practice programme
supports our registered nurses and allied health
professionals’ continuing professional development
and the requirements of their professional
revalidation. In 2024, 350 people started the
programme which is unique to Spire and is designed
with the needs of patients at the centre. It reflects
the needs of colleagues, their clinical competencies
and incorporates lessons from incidents and themes
from prior years.
Investing in facilities to drive choice
and quality
Spire Portsmouth Hospital has completed a £6.4
million refurbishment to expand theatre capacity,
refurbish patient areas and deliver a wider range
of inpatient and day case treatment options for
patients.
The new facilities have increased Spire Portsmouth
Hospital’s overall capacity and are intended to help
care for more than 1,700 additional NHS and private
patients a year. Our new day case facility increases
the hospital’s capacity to deliver more scans and
investigative treatments, while the refurbished
walk-in unit provides patients with fast access
to orthopaedic, ophthalmology, gynaecology
and urology treatments, without the need
for an anaesthetic.
Our investment into new facilities ensures we
can build our services to care for more patients,
increase revenue and meet changing patient
demands towards shorter stays in hospital.
It can also alleviate pressure on local NHS waiting
lists and reduce diagnosis waiting times in
the local area.
The refurbishment has also created a brighter
hospital with comfortable waiting areas and patient
bedrooms, ten-day case suites, and updated
patient bedrooms and ensuites. The new facilities
ensure a better working environment for our
colleagues and brought Spire Portsmouth
up-to-date for its 40th year of operating
in the local community.
We recognise the dedication and care of clinical
colleagues across Spire Healthcare hospitals who live
our purpose every day. The new National Diseases
Attacking the Immune System (DAISY) Awards
recognise extraordinary nurses who are registered
with the Nursing and Midwifery Council and rewards
them for their nursing achievements. The Inclusive
Recognition of Inspirational Staff (IRIS) Awards
recognise all other clinical colleagues not registered
with the NMC, for providing excellent care to our
patients. Our colleagues can nominate each other,
and we are also encouraging more patients to
nominate colleagues.
We monitor excellence in our hospitals through
an excellence in care delivery and safety framework
to make sure colleagues are delivering the best
quality care. We continue to review key safety and
experience metrics thoroughly, listen to patient
feedback and staff feedback, and monitor and assure
around compliance.
We have introduced this professional framework,
aligned with the national nursing and AHP strategy,
to better understand how our colleagues are driving
clinical excellence and quality within each of
our hospital settings. We have standardised the
objectives for all our directors of clinical services
to make sure that every hospital is aligned to drive
forward clinical quality and improvement, improve
productivity and efficiency, and enhance quality
and safety.
Strategy in action
To read more, see the clinical governance and safety
committee report on page 103
Our hospital teams have really
embraced PSIRF, engaged with it and
embedded it. It’s been a massive
cultural shift – enabling our colleagues
to make a change and make a
difference.”
National Safeguarding Week is an annual
campaign supported by Spire that aims to raise
awareness about the importance of
safeguarding and protecting adults from abuse
and neglect. It brings together organisations
and communities to discuss key safeguarding
issues, share best practice and promote safer
cultures. In November, Spire Manchester hosted
the Independent Healthcare Providers
Network’s Safeguarding Forum.
Spire Healthcare Group plc
Annual Report and Accounts 2024
28
Governance report
Overview
Strategic report
Financial statements
Other information
Our goals
Highlights and priorities
Priorities for 2025
– Supporting colleagues through business
transformation
– Replace learning management system
for all colleagues in hospitals and central
functions
– Supporting development and career
progression and development of colleague
value proposition
– Implement updated equality, diversity
and inclusion strategy
– Sector-leading colleague satisfaction
– Sector-leading consultant satisfaction
– Sector-leading private hospital
apprenticeship programmes
Highlights of 2024
– Introduced new reward framework for
colleagues in hospitals
– Improved ability to attract and retain talent
through improved in-house recruitment
– Sustained high engagement scores among
colleagues during change
– Over 110 colleagues graduated from
apprenticeship programmes
Our strategy continued
Creating a positive working environment
We recognise and value the hard work and dedication
of all our colleagues – and we seek to make a positive
difference to their lives. That’s why investing in our
workforce is a key pillar of our strategy. Our four key
themes for 2024, led by our CEO, were: ‘Listen up’
embracing the gift of feedback, so we are open,
honest and safe; ‘Inspire kindness’, having an open
and honest culture; being a ‘Change champion’, so
our future works better for everyone; and ‘Making
it count’, growing our business. We aim to develop,
support and protect our colleagues within a
welcoming culture that is characterised by openness,
respect, collaborative working, a focus on clinical
safety and a spirit of continuous improvement. We
drive our colleagues to be curious and to challenge
each other in a professional way to seek the best
patient care, and ensure safety is paramount in the
care that we’re providing. We know when colleague,
consultant, client and patient satisfaction join up,
we see better performance.
We understand the importance of having high-
quality leadership in our hospitals and our board
annually reviews the calibre and diversity of our
leaders, and visibility of our succession pipeline.
We have an agreed target for ethnic minority
representation in senior management (see more
in Sustainability on page 38).
We are focused on creating a positive working
environment, where people feel that they can speak
up, with Freedom to Speak Up guardians at all sites.
We are investing in our employee experience as part
of our commitment to supporting and protecting
our colleagues and our business. For example, during
2024 we introduced new initiatives including our
new managers programme to support colleagues
in hospitals and central functions who have recently
moved into a managerial role, and bespoke learning
sessions to support teams across the business.
In VHG, in-house mentoring sessions developed
colleagues’ skills, confidence and networks.
3. Investing in
our workforce
Recruit, retain and develop great people
With the shortage of clinical staff across the
healthcare sector, we aspire to attract, retain,
train and develop the most talented people
to our business.
Spire Healthcare Group plc
Annual Report and Accounts 2024
29
Our strategy continued
We want our colleagues to have a great work
experience, and if they feel engaged, they can perform
at their best. Read more on how we engage with
colleagues in Sustainability on page 38.
Equity, diversity and inclusion
We believe that diversity and inclusion are core to
sustaining a successful business, and we aspire to
create an environment where everyone is respected
and cared for, and where difference is celebrated.
We want to ensure that our colleagues feel confident
to bring their whole selves to work, which in turn
makes us stronger as a team and a business.
In 2024, we worked towards our new equity, diversity
and inclusion (EDI) strategy, examining and improving
our data to better understand our colleagues, leading
to improved insights into what changes should be
made and to cultivate a feeling of belonging. We have
identified areas that we want to focus on to either
improve diversity or make positive change, and the
strategy will progress in 2025.
Our network groups provide safe spaces for our diverse
colleagues to discuss issues of relevance, raise
awareness and influence, and include our Let’s Talk
LGBTQ+ network, menopause network and race
equality network in the hospitals business and
further networks on women, LGBTQIA+ and race
equality in VHG.
We were pleased to again be listed in the FT Statista
Diversity Leaders index as the leading UK healthcare
company, based on a survey of 100,000 employees
across Europe. For the first time we were ranked
254 by the FT UK’s Best Employers 2025, of 500
companies ranked and 20,000 surveyed. We were
also ranked as 4th in the FTSE 250 Women Leaders
Review and in the top 100 businesses by Women in
Work for senior female leaders, who also praised us
for having transparent maternity policies available
for job applicants. Read more on diversity
in Sustainability on page 38.
Valuing and rewarding colleagues
We are focused on getting the fundamentals right
on pay, benefits and reward for our colleagues.
We have invested in pay and reward this year with
the implementation of our new reward framework
across our hospitals business, which maps all our core
roles and associated salaries. The framework was
shaped through listening sessions with colleagues
and senior leaders. Our robust structure ensures
fairness and equity, with clarity on where colleagues
fit in our structure and how they are rewarded. It will
also help us ensure that we remain competitive –
recruiting at the right salary levels and paying
colleagues at the right level.
With the ongoing cost-of-living pressures, our
colleagues want clarity and certainty about their pay.
That’s why for all eligible colleagues we prioritised
a 2.75% salary increase from September 2024,
announced in May to give colleagues predictability.
It should be noted that the introduction of increased
national insurance contributions for employees in
2025 will add to our cost base. In 2024 we got ahead
of this by increasing and accelerating our efficiencies
programmes.
During a year of change, our HR colleagues gave
significant support to all projects, recruiting and
inducting a large number of colleagues, supporting
reward framework conversations, and redeploying
people into new roles during business transformation,
and this will continue in 2025.
Most colleagues have access to PMI cover, and access
to a comprehensive health assessment every other
year. In 2024, we introduced a menopause assessment
as an additional choice. We also offer a comprehensive
employee assistance programme, providing confidential
advice support online and via a free helpline,
available 24/7 to clinical and non-clinical employees.
Mental health and wellbeing
Colleagues working in our hospitals hold emotional
and challenging roles. Our network of trained
volunteer mental health first aiders support colleagues
at our hospital sites. In 2024, we ran new and refreshed
training to ensure our first aiders have the support
they need and the opportunity to acquire additional
skillsets that prioritise self-care before helping their
colleagues. We delivered five personal resilience
courses to support colleagues to recover from
adversity, stress and difficult situations. In autumn
2024, we ran a ‘Kindness works here’ campaign,
covering colleagues’ physical, emotional, mental,
social and spiritual wellbeing.
Investing in apprentices
Professional development is an important part
of our offer to attract and retain the best people
at Spire Healthcare.
In February, we appointed our first oncology
support pharmacy technician at Spire Montefiore.
This role runs the oncology pharmacy service with
remote support, speeding up care for our patients.
It was borne from our apprenticeship programme,
where we supported an apprentice through a
two-year apprenticeship after four years in
community pharmacy elsewhere, leading to a Level
3 Pharmacy Technician apprenticeship in June 2023,
and further training with the lead oncology
pharmacist in 2024.
At Spire, we encourage employees to share our
value of investing in the future, by investing in their
own learning and development to build their skills
for the future. By growing and developing talented
people, we are helping to address the shortage of
skilled professionals in the health sector. We offer
apprenticeships across the country in a range
of skills including nursing, biomedical science,
physiotherapy, laboratory work and engineering.
Some of our apprentices are school leavers, others
join us mid-career, and a significant group already
work for Spire but seek to improve and develop
with us. Read more in Sustainability on page 45.
Strategy in action
Spire Healthcare Group plc
Annual Report and Accounts 2024
30
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy continued
Bringing recruitment in-house
Our workforce is a critical enabler to deliver our
strategy, and resourcing well remains important to
building capacity across our services. We brought
resourcing in-house in 2023, and over 2024 fully
realised the benefits of developing and managing
our own recruitment capability. While vacancies are
a continuing challenge across the healthcare sector,
notably for specialist clinical roles, the past year has
seen high rates of fulfilment with reduced turnover.
We continue to attract talented people to join our
teams, and actively promote people to new roles
from within. We have record levels of permanent
employment in the hospitals business, high retention
rates of 86.1% (2023: 84.4%), and the lowest number
of vacancies for some time, with a 20% increase in
the number of permanent offers made to new
colleagues, compared to 2023. This drives continuity
of care to our patients and reduces our reliance on
agency, leading to improvements in safety, quality
and patient experience.
Agency costs remain a key area to manage for all
healthcare providers, and rates for specialist skills
have increased, but we are controlling them well.
We have a single agency booking system, with a
master agreement in place. This helps us to manage
our agencies and see all costs up front, while
retaining necessary flexibility for our workforce.
Working with consultants
Our practising consultant partners operate as
self-employed practitioners in our hospitals across
all medical and surgical disciplines. Each hospital’s
medical advisory committee (MAC) meets quarterly
to ensure proper, safe, efficient and ethical medical
use of the hospital. In addition, the MAC chair meets
regularly with the hospital director.
It is important that we engage with consultants and
make it easy for them to do business with us, not only
so they understand our quality standards and how
we wish care to be delivered, but also so we can
support them as they develop their business.
Over 2024, we spent time listening to them and
understanding the consultant journey – from first
referral to patient discharge. In summer 2024, we
introduced a new consultant induction handbook
and in-person consultant private practice
development sessions to support those new to
private practice and ensure that they are clear on
their responsibilities when practising with us; both
developments have received positive feedback and
ensure a national approach.
Our annual consultant survey in 2024 showed that
84% of consultants now state that the care provided
in hospitals is ‘very good’ or ‘excellent’ (2023: 83%).
The percentage of consultants rating the quality
of service provided to them by our hospitals as
‘very good’ or ‘excellent’ is 70% (2023: 69%). We use
findings from the consultant survey for each hospital
leadership team to develop action plans.
We are focused on creating a positive
working environment, where people
feel they can speak up, and we are
investing in our employee experience
as part of our commitment
to supporting and protecting
our colleagues and our business.”
Colleagues proud to work for Spire Healthcare
76%
(2023: 81%)
Spire Healthcare annual survey 2024
(Spire Healthcare Limited and The Doctors Clinic Group).
Consultants who describe the care provided to patients
in hospitals as ‘excellent’ or ‘very good’
84%
(2023: 83%)
Spire Healthcare consultant survey 2024.
4.7%
Hospitals business
13.3%
Hospitals business
Employee absence 2024
Total sickness absence in hours as a % of total employed hours
Employee turnover 2024
12-month rolling turnover rate as a % of total headcount
Jan
0
1
2
3
4
5
6
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
%
Jan
0
5
10
15
20
25
%
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Absence and turnover
Managing absence and turnover supports our
colleagues’ wellbeing, is essential to maintaining
a stable and productive workforce, and ensures
continuity of care for patients. We use data to flex
our workforce and manage capacity and resilience.
Absence rates in the hospitals business were level
with 2023, though short-term absence continued
to decline. The overall rate of absence was 4.7%. Our
monthly turnover rate continued to reduce, to 13.3%
(2023: 15.1%), with 6.7% fewer leavers in 2024.
The highest recorded reasons for leaving are changes
in personal circumstances, career progression and
retirement; our focus continues to be on career
development and flexible working solutions. The
market for talented people remains competitive,
with demand for nurses particularly high.
Absence rose slightly at Vita Health Group during
2024 with an overall rate of absence of 3.7% (3.6%
in 2023). Turnover fell from 23.5% in 2023 to 18.3%
in 2024. Absence at The Doctors Clinic Group during
2024 was 1.65% overall (1.2% in 2023), and turnover
was 45% (46% in 2023).
Read more in Sustainability
on page 38
Spire Healthcare Group plc
Annual Report and Accounts 2024
31
Our goals
Highlights and priorities
Priorities for 2025
– Refresh of sustainability goals to better
reflect the whole group
– Refresh carbon reduction targets
– Increase recycling rates
– Better understanding of diversity,
inclusion and belonging to improve
patient and colleague experience
– Leading the independent sector in being
carbon neutral by 2030
– Contributor to Britain’s healthcare
workforce and a diverse employer
– Protect and manage all sensitive data
– Reduction in waste and improved recycling
Highlights of 2024
– Waste management initiatives saved
2,742 tCO2e (2023: 358 tCO2e)
– Investment of £10.2 million in solar panels
and building management systems across
the hospitals business
– 31.4% of dry mixed waste recycled
(2023: 23.5%)
– Increased female representation in senior
leadership roles to 54.7% (2023: 52.5%)
Our strategy continued
Championing sustainability
Sustainability is a core component of Spire
Healthcare’s strategy and operations. By managing
sustainability successfully, we aim to create lasting
social economic value. Our ability to succeed today
and plan for tomorrow depends on us being able to
positively contribute towards enhancing the world
for current and future generations.
We have an important societal role to play as our
delivery of people’s care contributes to the health of
the nation, and benefits society. As we execute our
strategy, we seek to take a long-term view, whether
through the investments we make in our colleagues,
hospitals, clinics and services, or our interactions with
the communities that we serve.
We aim to develop a business that is fit for purpose
now and capable of providing lasting impact in the
future. We believe that acting conscientiously as a
business and investing responsibly to achieve positive
social and environmental outcomes, are critical to the
long-term success of the group.
Our sustainability strategy charts our progressive
journey from risk management to providing social
value and driving opportunities for sustainable
growth. We actively collaborate with our
stakeholders, including patients, colleagues,
consultants, local communities and partners,
to enrich lives and be a net contributor to society,
not just through the services we provide, but in
everything we do. This includes challenging our
colleagues and the people we work with to factor
sustainability into everything they do.
Our ambition, through our sustainability strategy*,
is to become recognised as a leader in sustainability
in our industry and we are implementing this through
our three-pronged sustainability strategy, outlined
on page 33.
* The sustainability strategy was written for the hospitals
business. We anticipate working to bring the rest of the group
under the same plan in 2025.
4. Championing
sustainability
Become recognised as a leader in sustainability
in our industry
We will deliver on our ambition to be a
sustainability leader by focusing on our purpose,
‘making a positive difference to people’s lives
through outstanding personalised care,’ and
seek to create lasting economic and social value
through collaborating with our stakeholders.
Spire Healthcare Group plc
Annual Report and Accounts 2024
32
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy continued
Respect the environment
We are committed to minimising the environmental
impact of our operations and maintaining the group’s
resilience to environmental risks and impacts.
Engage our people and communities
We are a people business. By hiring talented people
and providing an environment in which to grow
and develop their careers, our patients and the
communities with whom we interact, and society
at large, will benefit.
Operate responsibly
We aim to operate to the highest standards in
everything we do, ensuring honesty, integrity, proper
governance and compliance at all times. We promote
an ethical culture across the group.
How we manage sustainability
Responsibility for approving Spire Healthcare’s
sustainability strategy and overseeing its delivery
rests with the board of directors. Regular progress
updates are provided at board meetings. Our Chief
Financial Officer, Harbant Samra, oversees delivery
of the sustainability strategy at a business level,
while our executive committee tracks progress
towards the group’s sustainability targets on an
ongoing basis throughout the year.
Our cross-functional internal sustainability
committee brings together six members from across
the business. The sustainability committee reports
to the executive committee and acts with delegated
authority. It meets quarterly to share progress on
delivering actions and meeting targets and explore
initiatives that will accelerate our progress and
identify associated risks and opportunities.
The main roles and responsibilities of the
sustainability committee are to:
1. Oversee, review and advise the executive
committee on the company’s strategies, objectives
and commitments related to sustainability and
environmental, social and governance (ESG) factors
2. Oversee, review and recommend changes to Spire
Healthcare’s sustainability-related goals, objectives,
commitments and key performance indicators and
monitor our progress against them
During 2024, the committee was reviewed and
slimmed down from 15 members to six to improve
accountability and decision-making. Late in 2024,
it agreed to review our 17 goals; a refreshed set of
goals, better reflecting activities across the group and
the activities of VHG, Spire OH and LDC, and more
integrated with our strategy, will be agreed in 2025.
Read more about sustainability and our goals,
progress and KPIs in our sustainability report
on page 38
Investing in solar to reduce emissions
During 2024, we began the installation of over
12,000 solar photovoltaic panels at our 38 hospitals
across England, Wales and Scotland, as part of our
decarbonisation strategy.
Backed by an investment of £10.2 million in both
the panels and building management systems, we
expect the solar panels to significantly lower energy
consumption and enhance the sustainability of
facilities nationwide. We aim to achieve net zero
carbon emissions (Scope 1 and 2), and elements
of Scope 3 by 2030.
Spire Healthcare was the first independent sector
healthcare provider in the UK to commit to
becoming carbon neutral by 2030. With energy
costs expected to remain high for the foreseeable
future, and with our drive to become a recognised
leader in sustainability, investing in solar not only
makes sound financial sense, but is also a key
part of our 10-year carbon reduction roadmap.
This substantial investment underscores Spire’s
dedication in supporting renewable energy sources.
The installation of solar panels was mostly complete
at the end of 2024 and will reduce our hospital
estate’s combined annual carbon footprint by
approximately 994 tonnes, the equivalent of:
– planting 39,700 trees, or
– taking 370 medium-sized cars off the road or
– flying from London to Sydney over 220 times
Spire Murrayfield in Wirral was the first Spire
hospital to have solar technology installed, with
more than 400 panels installed on the roof and
in the grounds of the hospital. The 400 panels are
expected to generate 15% of the hospital’s annual
electrical needs.
6%
Behind 2024 target emissions – 26,522 tCO2e emitted,
target 24,963 tCO2e (2023: 3% ahead)
Report on CO2 emissions by SE First for Spire Healthcare.
Ambition
To become recognised as a sustainability
leader within our industry
Principles
– Growing a profitable, successful, robust and, ultimately,
sustainable company, and being a net contributor
to society are not mutually exclusive goals
– Need for a clear sense of purpose, consistent values and
a persistent desire to engage with and deliver for a broad
set of stakeholders
Respect the
environment
Engage our
people and
communities
Operate
responsibly
Strategy
Sustainability framework
Strategy in action
Spire Healthcare Group plc
Annual Report and Accounts 2024
33
Our strategy continued
Respect the environment
We continually seek ways to reduce the impact our
business has on the environment. We have annual
carbon emissions targets and are working towards
reducing our carbon emissions to meet our 10-year
plan to reach net zero by 2030. We also focus our
efforts on waste and recycling, including reducing
the use of single-use plastics, finding ways to reuse
our single-use instruments and reducing the number
of disposable gloves we use. We are doing all of this
while working with suppliers to align goals, to ensure
we work together to develop healthcare in sympathy
with a sustainable planet. As an example, in 2024,
waste management initiatives saved 2,742 tonnes
of CO2 (2023: 358 tonnes). This is equivalent to:
9,475 trees planted each year, or 1,028 cars off the
road, or 1,683 houses powered each year.
Dry mixed recycling rate for hospital sites only
31.4%
(2023: 23.5%)
Source: Spire Healthcare waste report 2024.
Female representation at executive committee and board
level combined
47%
(2023: 47%)
Source: Spire Healthcare data.
Our journey towards achieving net zero carbon by
2030 is progressing, and in 2024 we were just short
of our target, coming in 6% under our goal. The
sustainability committee intend to review all 17
sustainability goals in 2025 and review the net zero
plan in light of changing external factors. We have
paused our purchase of renewable energy guarantees
of origin in 2024 owing to the significant increase
in cost. Government policy in supporting the
decarbonisation of the National Grid, and
degassification of heating systems, will be critical
to enable us to achieve our net zero target.
We invested £10.2 million in solar energy and building
management systems, and have increased the
amount of dry mixed waste we recycle at hospital
sites to 31.4% (2023: 23.5%), with most domestic
waste now diverted from landfill and used for
renewable energy, reused or recycled. All our sites
now manage food and glass recycling.
Engage our people and communities
To deliver our purpose, we need a dedicated and
engaged workforce. We aim to provide a stimulating,
diverse, inclusive and healthy working environment
in which colleagues can thrive and achieve their
career goals and aspirations, and so we invest in our
workforce through strong recruitment, retention and
development programmes.
Our overall median gender pay gap in Spire Healthcare
Limited is 11.6% in 2024 (2023: 9.2%) and the mean is
16.2% (2023: 17.7%). Gender pay reflects the structure
of our workforce and the differences in the balance of
male and female workers within the wider healthcare
sector. We understand and value the benefits that
diversity can bring across all levels of the organisation.
Having a visibly diverse leadership fosters a culture of
inclusion that both attracts a broader talent pool, and
allows our future talent to recognise that progression
is possible to senior leadership roles. We are taking
a number of positive steps to invest in, and provide
development opportunities for, our female colleagues
to progress into senior roles and to help reduce the
gender pay gap. These efforts are underpinned by a
targeted talent pipeline strategy, designed to identify,
develop and support female colleagues at all levels.
We are also embedding equity, diversity and inclusion
across the group, with active colleague-led networks
for sexuality, race and mental health and a new
EDI strategy.
Alongside expanding our healthcare services, we also
fundraise throughout the year, including during our
annual charity drive each summer, during which our
teams can choose to support our chosen company
charity or a local cause. Our charity drive included
bike rides, fun runs, book and cake sales, and walks.
Locally, our teams supported high-profile fundraising
events in 2024 such as the Macmillan Cancer Support
coffee mornings and Breast Cancer Now’s ‘Wear it
Pink’ day, alongside informal local activities. Our
dedicated charity committee, which includes
representatives from across the business, help design
and coordinate our fundraising initiatives and in 2024
introduced ‘grants’ to support local teams’ charity
efforts. The committee also began to offer
fundraising donations for individuals undertaking
personal charity challenges. The committee plans to
expand these initiatives in 2025. To promote services
to ‘hard-to-reach’ patient groups, our VHG colleagues
work closely with voluntary sector partners to
stimulate referrals and bring services to supermarkets,
libraries and community centres through a network
of partnership liaison officers. They seek to enable
equitable access to services, including those who
are underrepresented and face additional barriers.
Operate responsibly
We have a relentless focus on delivering healthcare
to the highest standards and prioritise patient safety
at all times. We aim to maintain robust standards of
clinical and corporate governance in line with best
practice, while promoting an open and learning
culture for all colleagues. Operating responsibly also
requires strict compliance with the law. We continue
to monitor all aspects of the group’s operations to
ensure we comply with all applicable laws, including
competition law, anti-bribery law, anti-tax evasion
facilitation law, healthcare regulations and data
protection law.
Read more on our 17 sustainability
goals on page 38
Read more about our diversity and people initiatives
in sustainability from page 45 and Investing in our
workforce on page 29
Spire Healthcare Group plc
Annual Report and Accounts 2024
34
Governance report
Overview
Strategic report
Financial statements
Other information
Our goals
Highlights and priorities
Priorities for 2025
– Continue to realise the benefits of
an integrated primary and secondary
healthcare business to improve our patient
offering, experience and pathway
– Harness synergies between acquired
primary care services and hospitals
to create integrated value
– Expand our national footprint of new
diagnostic and outpatient clinics
– Grow our services for corporates to help
people stay healthy and safe, and to get
back to work
– Develop the group as an innovative
integrated healthcare business
– Build new revenue and profit streams by
building and acquiring new services, as well
as partnering to expand our proposition
– Meet more of Britain’s healthcare needs
with a broader service
Highlights of 2024
– Opened three new diagnostic and
outpatient clinics in Abergele in north Wales,
Harrogate and Norwich
– Won a large new NHS talking therapies
contract in Kent and Medway, and a second
in Derbyshire to start in 2025
– Won new occupational health contracts,
including with a prominent UK retailer
– NHS contracts in Bromley, Oldham, and
Basildon and Brentwood were successfully
renewed
Our strategy continued
An integrated healthcare provider
We offer localised care through a combination of
primary and secondary healthcare services when
and where people need them – including private GP
consultations, occupational health, musculoskeletal
treatment, and NHS talking therapies services. We
aim to care for people in new ways, in new locations
and at more stages in their care pathway, and meet
more of their healthcare needs.
Our primary care services are tackling the causes of
ill health and low productivity, working in partnership
with the NHS to care for more people, while offering
synergies to our hospital business. More employers
or corporates are seeking to support their employees’
health and wellbeing, with a preventative approach
that addresses health issues before they become a
major concern. Early intervention is an increasingly
important aspect of healthcare, and we believe Spire
Healthcare can make a significant contribution.
Management structure
As part of our integrated, group-wide approach to
healthcare, Derrick Farrell, CEO of Vita Health Group
(VHG), has been appointed to lead all our primary
care services and now sits on our central executive
committee. In 2024, a central management team was
formed to run primary care services with work during
the year to align cultures and priorities across our
new acquisitions from 2022-2024, and with the
hospitals business.
Occupational health
800+
corporate clients through Spire Occupational Health
and Vita Health Group (2023: 800+)
Integrated healthcare provider
8%
of our revenue is now from primary care services (2023: 4%)
5. Expanding
our proposition
Selectively invest to attract patients and
meet more of their healthcare needs
Expanding our proposition enables us to
meet changing demands for healthcare,
reach a wider target market, and provide
a broader service to patients and the public.
Spire Healthcare Group plc
Annual Report and Accounts 2024
35
Our strategy continued
Vita Health Group (VHG)
At the heart of our primary care services is VHG,
a major provider of mental and physical health
services in England. Through this group, we provide
NHS outpatient mental health talking therapies,
musculoskeletal (MSK) and dermatology services,
with operational hubs in London and six regional
centres in Bristol, Orpington, Oldham, Leicestershire,
Nottingham and Newcastle. Approximately 75% of
the business provides care for NHS patients and 25%
for patients covered by employer schemes or PMI.
We provide MSK services to NHS, private and
corporate patients, and work with over 500
companies to help their workforce stay fit and
healthy. Our physical health services range from
physiotherapy to exercise classes and treatments,
such as acupuncture and injection therapy, while
mental health services include cognitive behavioural
therapy (CBT), guided self-help and group therapy.
NHS talking therapies are effective and confidential
treatments for conditions including depression and
anxiety. Unlike our hospital services, this area of our
business operates through long-term contracts,
giving a high degree of revenue visibility. We work
with 16 NHS integrated care boards. We also offer
counselling services to the corporate and
occupational health markets.
The core quality metric for all our services is recovery:
whether our patients have recovered to the extent
that their issues allow a return to their usual
activities. NHS talking therapies are above the
national NHS target of 50% at 53.1% for 2024.
In 2024, VHG won and mobilised a new NHS talking
therapies contract in Kent and Medway, worth
£70 million over the life of the contract. Another was
won in Derbyshire which will start in 2025. Contracts
in Bromley, Oldham, and Basildon and Brentwood
were renewed through 2025 and VHG’s financial
results are ahead of plan. We continue to push
services into new geographies, prioritising areas
where we already have a hospital or clinic presence,
increasing the opportunity for downstream revenue
into hospitals.
In 2025, we will continue to link more VHG services
with our digitalisation programme in hospitals and in
our customers’ journeys, and accelerate hub working,
making Spire more efficient so we can continue to
deliver on our purpose.
Spire Mental Health
In 2024, we launched Spire Mental Health, which
harnesses the expertise of our experienced and
accredited mental health therapists in VHG, to
give self-pay patients confidential access to virtual
cognitive behavioural therapy and counselling.
Patients can gain fast access to treatment and
book and pay online without a GP referral.
Spire Clinics
Our new diagnostic and outpatient day case clinics
carry out lower complexity care that doesn’t require
an overnight stay, enabling us to see patients in the
correct setting for their care, and free up space for
more complex care, meet the healthcare needs
of more people and build relationships with new
consultants. Every clinic offers Spire GP services.
We have a pipeline of clinic openings and in 2024,
we opened new clinics in Abergele, north Wales,
Harrogate and Norwich. The Abergele clinic provides
patients with fast access to diagnostic services and
treatments such as ophthalmology, dermatology
and gynaecology, and works closely with Spire Yale
in Wrexham and Spire Wirral. Our new clinics in
Harrogate and Norwich opened in December 2024
and offer a variety of services, including a new MRI
in Harrogate in early 2025. Patients needing more
complex care can be referred to Spire Leeds or
Spire Norwich. More than five new clinics are
in development.
Increasing capacity and broadening
services
In December, we opened Spire Healthcare
Harrogate Clinic to provide day surgery treatments
and minor orthopaedic procedures, Spire GP
services and X-ray and ultrasound diagnostics.
The clinic will deliver up to 1,500 operations every
year to patients who do not require an overnight
stay. This £13.5 million investment provides
people across North Yorkshire faster access to a
range of surgical treatments, as well as the ability
to select a consultant and treatment time. People
needing more complex care or treatment that
requires an overnight stay can be referred to
Spire Leeds.
This is an important milestone in broadening
our services, providing local people fast access
to outstanding personalised care in their own
community. Harrogate clinic is part of a network
of new clinics to complement our 38 hospitals
across England, Scotland and Wales. Spire
Abergele Clinic in North Wales opened in March,
and our Spire Ella May Barnes Clinic in Norwich
welcomed its first patient in early December.
Special focus has been given to ensure the
comfort and safety of patients within the warm
and inviting environment of Harrogate Clinic.
Clinical areas comprise GP and diagnostic suites,
a minor procedure area, and a comfortable
discharge suite.
Strategy in action
Spire Healthcare Group plc
Annual Report and Accounts 2024
36
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy continued
Spire Occupational Health
Spire Occupational Health offers services to over 600
corporate clients throughout the UK. We enhance the
health, safety and productivity of employees by
helping to prevent ill health at work, and proactively
supporting mental and physical wellbeing. In 2024 we
won new contracts, including one with a prominent
UK retailer.
In line with operational focus in our hospitals division,
we centralised operations and streamlined processes
in 2024. We are focused on maintaining the highest
standards of clinical excellence and successfully
renewed our SEQOHS accreditation in 2024.
We are actively exploring opportunities for
marketplace consolidation, guided by our
commitment to identifying the right partnerships at
the opportune moment and at the right price. We are
also seeking to streamline our offering to corporates
in 2025, seeking synergies between Spire
Occupational Health and VHG, allowing us to offer
advice to employers and employees, and to then care
for and provide the right treatment options for that
employee as a patient.
Our private GP services
Our nationwide private GP network has 16 rapid-
access clinics in central and greater London, delivering
around 8,000 private GP appointments each month.
Offering same-day private GP appointments, our
consulting rooms provide health screens, blood tests
and other GP services, and provide a seven-day
service with a variety of appointment lengths and
online options. Three locations relocated to improved
premises in 2024 – Kings Cross, Liverpool Street and
London Bridge. The trading position for London
Doctors Clinic (LDC) still shows a small loss for 2024;
improvements in 2025 will result from bringing Spire
GP and LDC under a single management structure.
Spire GP is available in all our 38 hospitals, providing
patients with 30-minute GP appointments and a fast
way to access the diagnoses and treatments we offer
in our hospitals.
Growth and synergies
As we integrate our healthcare offerings, we expect to
accelerate the benefits of offering both primary and
secondary care services to deliver a more joined-up
patient pathway. We have the ability to identify a
problem, provide different levels of in and outpatient
treatment, carry out potential surgery and restore
patients back to health through rehabilitation. For
example, we now offer MSK services, covering triage,
community-based physiotherapy, pain management
and conditioning, through to diagnostic consultant-
led services, surgical interventions and rehabilitation.
To drive more patients to our primary care services,
we are addressing key geographical areas and creating
a hub model for local regions, as well as building
our virtual service hubs, to ensure we offer a
complementary proposition with the right services
in the right place. In 2024 we opened new patient
support centres in Cardiff and Seaham in Sunderland,
in conjunction with an expanded centre in Essex;
this will support integration of primary and
secondary offerings.
We are identifying good synergies to develop our
primary care services, especially in referrals and
corporate relationships. Our strategy to grow
our primary care services includes:
– Leveraging the combination of our services to
provide a group platform for growth, to meet
customer demand and create new offerings
– Building an exceptional team and optimising
our operations to meet the evolving needs of our
patients, while delivering improved overall margins
– Centralising operations and streamlining processes
to enhance service delivery and cost savings
– Expanding into new services, notably in MSK
– Exploring opportunities for marketplace
consolidation, guided by our commitment to the
right partnerships at the opportune moment and
at the right price
Private GP consultations in 2024
96,900
36,324 Spire GP, 60,598 LDC
(2023: 35,798 Spire GP, 63,270 LDC)
Spire Healthcare data
Patients cared for by Vita Health Group
276,500
(2023: 225,380)
Vita Health Group data
Spire Healthcare Group plc
Annual Report and Accounts 2024
37
Our sustainability goals, timelines and KPIs
Sustainability
We are a progressive,
sustainable business
We want to become recognised as a leader
in sustainability in our industry. Through
our sustainability strategy we seek to
create value in the workplace, our local
communities and the environment.
Respect the environment
1
Attain net zero carbon status by the end of 2030 – includes carbon emissions,
energy use and capital investment
p39
2
Manage our waste more efficiently while minimising detrimental effects
to our planet
p42
3
Undertake a comprehensive review of climate risk across our operations
p43
4
Identify opportunities to reduce use of single-use plastics
p43
5
Identify and act on water-saving opportunities
p44
Engage our people and communities
6
Be a contributor to the UK’s healthcare workforce through innovative programmes
p45
7
Take action to ensure that the ethnic diversity of Spire Healthcare’s leadership reflects,
or is ahead of, the overall ethnic diversity of the business as a whole
p46
8
Achieve a balance of at least 40% female representation at board and executive
committee level by 2025
p47
9
Further reduce gender pay gap among Spire Healthcare colleagues
p48
10 Maintain an overall colleague engagement score of at least 80%
p49
11 Build strong connections between Spire hospitals and local communities
p50
Operate responsibly
12 Target ‘Good’/‘Outstanding’ CQC scores across all our hospitals (or equivalent)
p51
13 All Spire Healthcare hospitals to achieve a rating of at least 80% across colleague
experience, patient experience and consultant experience
p51
14 Maintain robust standards of clinical and corporate governance in line with
best practice
p52
15 Promote an open and learning culture
p52
16 Further develop our approach to controls around modern slavery
p53
17 Maintain and strengthen information governance and data security
p54
* The sustainability strategy was written for the hospitals business. We anticipate working to bring the rest of the group under the
same plan in 2025
Spire Healthcare Group plc
Annual Report and Accounts 2024
38
Governance report
Overview
Strategic report
Financial statements
Other information
1
Sustainability report continued
Progress in 2024
In 2024, we have invested £10.2 million on installing
PV solar panels and building management systems
throughout our hospitals estate, reduced our
targeted emissions from our baseline year of 2019
by 24%, but have paused our purchase of renewable
energy guarantees of origin (REGOs) owing to the
significant increase in cost. However, we remain
committed to our goal of attaining net zero status
by 2030. We welcome the recent announcement by
the National Grid to double the transmission capacity
of the UK’s electricity grid with backing from the UK
government. Government policy in supporting
the decarbonisation of the National Grid, and
degassification of heating systems, will be critical
to enable us to achieve our net zero target.
Our 10-year carbon reduction target
Using 2019 as a base year, we have set ourselves
emission reduction targets out to 2030. Our base year
emissions were 34,910 tCO2e. The emissions covered
by our target reporting include all Scope 1 and Scope
2 emissions, as well as Scope 3 emissions from air
and rail travel. These are the emissions we control
(the Spire Healthcare Carbon Footprint).
In 2024, we extended our target reporting boundary
to include all our subsidiaries. We have now included
emissions in 2024 for Vita Health Group and The
Doctors Clinic Group. In accordance with the GHG
Protocol we have determined that the structural
changes to our organisation have breached our
qualitative criterion ‘significance threshold’ and
triggered the need to reset the baseline. Our 2019 base
year and all subsequent years’ targets have increased
with the inclusion of these additional subsidiaries.
In 2024, our emissions were 26,522 tCO2e which
is a 24% reduction since our 2019 base year. As our
interim annual target for 2024 was 24,963 tCO2e,
our performance was 6.2% adverse to our target.
When targets were set, we had anticipated
purchasing REGOs in 2025. With none being procured,
due to factors out with our control, electricity targets
were difficult to achieve. The market value of REGOs
have been prohibitively high with significant increases
in market prices resulting from the exit of the UK from
the Europe-wide REGO scheme. It is our long-term
objective to use this market-mechanism, but have
decided to wait and monitor the markets and in the
meantime reinvest in our own renewable projects.
Additionally, during the year we believed we were
on track to achieving target until final billing with
our energy supplier revealed data inaccuracies.
Additionally, Scope 1 transport has increased slightly
due to increased business activity.
Despite missing the year-end target, it should be
noted that we still reduced emissions from 2023 to
2024 by 1,197 tCO2e and from the base year 2019, we
continue to make good progress, reducing emissions
by 8,388 tCO2e.
We invested significant capital to decarbonise in
2024 and these projects should more fully develop
and generate savings into 2025. We are installing
solar PV arrays at all our hospital sites. The majority
were completed and energised in 2024. Solar power
generated on site will displace purchased electricity
and therefore related carbon emissions.
Additionally, we are well progressed with upgrading
all hospital building management systems (BMS).
This will help us improve operational control of our
hospitals’ heating, ventilation and cooling systems
(HVAC). Once again, most hospital sites have been
upgraded with the remainder to be completed in
early 2025. A rolling programme of LED lighting has
continued, which has helped curb electricity emissions.
Piped nitrous oxide has been physically removed from
service at all hospitals and our improved reporting
accuracy for fluorinated gases has resulted in lower
emissions, which has helped mitigate performance
elsewhere. The hospitals continue to invest time in
energy efficiency projects, using hospital level targets
to drive our carbon champions to save energy
through communications such as our newsletter,
by promoting behavioural change and through small
capital projects, complimenting the large capital
projects that we have underway.
Our carbon reduction roadmap
The graph below shows annual targets for emissions
reductions as well as actual performance. The targets
and baseline now include Vita Health Group and
The Doctors Clinic Group. Considering our 2024
performance and the evolving emissions reporting
sphere, we have created a new interim target for
2025, to allow us time to review our options for future
reporting years. Among consideration is adopting
targets that are in line with the Science Base Targets
Initiative (SBTi) methodology. We will also review
any other best practice for emissions target setting.
Our review has been triggered by REGOs now
costing more than initially expected and the cost
of degasification not being at the levels anticipated
when targets were set in 2020.
1. The trajectory to net zero by 2030 and figures presented here
exclude VHG; we will look to integrate our plans going forward.
Attain net zero carbon
status by the end of 2030 –
includes carbon emissions,
energy use and capital
investment
Respect the environment
Timeline
End 2030
KPI
Target: tCO2e emissions in line with our
decarbonisation plan – 6.2% behind target
(2023: 3% ahead of target)
Initiatives
– Installation of PV solar panels on all hospitals
– Optimisation of Building Management Systems
(BMS)
Spire Healthcare net zero carbon emissions
(tCO2e) reduction plan
Mitigation
Electricity
Natural Gas
Medical Gas
Refrigerants
Transport
Generators
Rail Travel
Actual YE
Air Travel
34,910
2019
2021
2022
2023
2025
2024
27,740
30,575
34,910
28,305
27,900
24,963
25,916
26,993
27,719
26,522
Group
Spire Healthcare Group plc
Annual Report and Accounts 2024
39
Sustainability report continued
Additionally, our review will increase the scope of
our emissions reporting to include our whole GHG
inventory and adopt best-practice target setting.
The 2025 target of 25,916 tCO2e will ensure we
continue to strive for emission reductions from 2024’s
year-end position of 26,522 tCO2e. The 2025 target
is for all Scope 1 and Scope 2 emissions as well as
Scope 3 emissions from air and rail.
Carbon credits
Our surplus emissions, over target, amount to 1,559
tCO2e. In order to demonstrate our commitment to
the avoidance and removal of greenhouse gas (GHG)
emissions we have purchased credits for this surplus.
The project in which we decided to invest is a REDD
(Reducing Emissions from Deforestation and Forest
Degradation) project in Brazil. This project is certified
by Verra through its Verified Carbon Standard (VCS)
Program which is the most widely used greenhouse
gas (GHG) crediting programme in the world. We are
aware that carbon credit programmes have their
limitations and will undertake appropriate due
diligence prior to engaging in any major use of
carbon credits to offset future emissions.
CDP reporting
We have retained our Climate Disclosure Project
(CDP) management level band scoring for the 2024
response. There was a minor drop in the actual
scoring to a ‘B-’ from 2023’s ‘B’. The questionnaire
had a large overhaul in 2024 with many additional
questions and sections. We are looking to address
gaps in our response to improve scoring in 2025.
Several categories within the response improved in
scoring such as our Risk Disclosure, Governance and
Scope 3 Emissions reporting.
Full GHG inventory and streamlined energy
and carbon reporting
This section provides the emissions data and
supporting information required by the Companies
Act 2006 (strategic report and directors’ report)
Regulations 2013 and the Companies (directors’
report) and Limited Liability Partnerships (energy
and carbon report) Regulations 2018.
Total GHG emissions for the Spire Healthcare Group
in 2024 were 352,202 tCO2e. For the first time we
are reporting our full GHG inventory with all scopes
included (see table opposite). The only notable
exception is Scope 3 Category 7: Employee
Commuting. From 2025 we will begin to include
commuter surveys in our annual questionnaires to
allow us to determine emissions from this category.
Notes on the table
Emissions stated are for all Scope 1 and Scope 2
emissions as well as all Scope 3 categories where
information is currently available.
a. Methodology and emissions factors
The Streamlined Energy and Carbon Reporting
Regulation (SECR) report relates to Spire Healthcare
Group PLC (and all subsidiaries) and covers the
emissions from its operations from January 2024
to December 2024.
The reported carbon emissions have been calculated
following the guidance in the UK government’s
Environmental Reporting Guidelines, 2019, and
the methodology outlined in The GHG Protocol
Corporate Accounting and Reporting Standard
(revised edition). The carbon emission factors have
been obtained from the UK government’s GHG
Conversion Factors for Company Reporting 2024.
An ‘operational control’ methodology has been
adopted to outline the scope of carbon emissions
reporting for Spire Healthcare; operational control
refers to the ability of an organisation to direct the
activities of a facility or operation. In the context of
GHG reporting, a company is considered to have
operational control over a facility or activity if it has
the authority to introduce and implement operating
policies at that facility or in that activity, regardless
of ownership.
Activity – Category
2023
(tCO2e)
2024
(tCO2e)
Percentage
Change (%)
Actual Change
(tCO2e)
Scope 1: direct emissions from the operation of owned and controlled facilities and equipment
Scope 1 Total (tCO2e)
15,491
14,528
-6%
-963
Scope 2: indirect emissions – from the production of purchased energy
Scope 2 Location based total (tCO2e)
12,204
11,903
-2%
-302
Scope 3: indirect emissions from the value chain
1. Purchased goods and services
233,441
264,277
13%
30.836
2. Capital goods
46,013
53,608
17%
7.596
3. Fuel and energy related activities
6,276
6,286
0%
10
4. Upstream transportation and distributions
280
467
67%
187
5. Waste generated in operations
418
226
-46%
-193
6. Business travel
335
402
20%
67
7. Downstream transportation and distribution
407
506
24%
99
Scope: 3 Location Based Total (tCO2e)
287,170
325,772
13%
38.602
Total Gross Emissions Location Based (tCO2e)
314,865
352,202
12%
37,338
Revenue (£m)
1.359
1,511
11%
152
Intensity Ratio tCO2e per (£m) Location Based
232
233
0.6%
1
6%
Behind 2024 target emissions – 26,522 tCO2e achieved,
target 24,963 tCO2e (2023: 3% ahead)
Spire Healthcare Group plc
Annual Report and Accounts 2024
40
Governance report
Overview
Strategic report
Financial statements
Other information
Sustainability report continued
This means that the organisation is responsible for
the GHG emissions from the ‘operations it controls’.
This report includes the material carbon emissions,
in line with the emissions categories, as required to
be reported under the SECR regulations as well as
voluntary emissions from all other sources available.
b. Scope 1: direct emissions from the operation
of owned and controlled facilities and equipment
Scope 1 emissions are made up by emissions from
natural gas, transport, medical gases, gas oil
(backup generation) and refrigerants.
c. Scope 2: indirect emissions from the production
of purchased energy
Scope 2 emissions used a location-based
methodology in 2024. These emissions are primarily
from purchased electricity across our estate. A minor
percentage was for the use of battery powered
electric vehicles.
d. Scope 3: indirect emissions from the value chain
Category 1 and 2 emissions have been calculated
using spend-based data with Department for
Environment, Food and Rural Affairs (DEFRA)
conversion factors for the whole group. Additionally,
some primary activity data for water supply has also
been included. Category 3 emissions are for well-to-
tank for all fuels used, well-to-tank for electricity
generation, well-to-tank for transmission and
distribution (T&D), and electricity T&D losses.
Category 4 emissions are for the purchase of courier
services for incoming goods. Category 5 is for waste
generated in operations, coming primarily from
waste partners for recycling, combustion and landfill.
Some waste data was calculated on a spend-based
method for disposals. Category 6 emissions are
from air travel, rail travel and hotel stays. Category 9
emissions are for the purchase of courier services
for outgoing goods.
From the full inventory it can be seen that Scope 3
emissions dominate. These contribute more than
92.5% of all emissions, with Scope 1 and Scope 2
contributing 4.1% and 3.4% respectively. Scope 1
emissions decreased 6% in comparison to 2023, and
Scope 2 emissions decreased by 2%. These are the
emissions that we have been proactively targeting for
reduction. Emissions from Scope 3 waste performed
very well, having decreased by 46%. The rest of our
Scope 3 emissions increased, with these mostly
being tied directly to spend-based activity data.
As required by SECR legislation we have stated
our emissions, 2023’s emissions for comparison, an
intensity ratio, energy efficiency actions carried out,
our methodology and our energy usage. These can
be found on page 39-40. Despite our overall
emissions increasing our intensity metric has
decreased by 0.4% to 231 tCO2e per £m revenue.
In 2024 we carried out a comprehensive review
of our supply chain in our ongoing commitment to
environmental sustainability and reducing carbon
emissions. As part of this effort, we were seeking to
understand better the environmental impact of our
suppliers’ operations, particularly GHG emissions.
The response received will aid us in identifying
opportunities for collaboration in reducing emissions
across the supply chain.
Our aim for the future is to begin to develop targets
for our Scope 3 emissions.
Spire Healthcare Group plc
Annual Report and Accounts 2024
41
2
Sustainability report continued
Progress in 2024
Ensuring that we manage our waste properly, and
recycle what we can, is vital for a healthcare business.
It is all about doing the right thing, contributing to
our carbon reduction programme, protecting the
environment, and reducing costs.
In the hospitals, we generate a considerable amount
of general waste. This is a combination of domestic
waste, most of which can be used to generate
renewable energy, and dry mixed recycling (DMR),
which can be reused or repurposed. The hospitals
business also disposes of clinical, infectious and
offensive healthcare waste that requires specialist
treatment, incineration or disposal through the
renewable energy system. The challenge of managing
and sorting such complex waste streams is unique
to the healthcare sector.
It is important for our teams to understand the
various types of waste and we have been rolling out
mandatory waste segregation training since 2023. By
November 2024, over 10,000 colleagues (2023: 1,300)
had been trained. We incinerated less proportionately
of total waste (from 29% in 2023 to 25% in 2024), and
absolute tonnage has decreased by 11%. However, as
incineration prices per tonne have increased, costs
have increased in this area.
In 2024, Spire Healthcare’s waste management
initiatives saved over 2,742 tonnes of CO2
(2023: 358 tonnes) This is equivalent to:
– 9,475 trees planted each year or
– 1,028 cars off the road or
– 1,683 houses powered each year
We are now recycling at 49 clinical and non-clinical
sites, up from 47 in 2023.
DMR rates improved in 2024 to 31.4% from 23.5%
because mandated training is raising awareness
of the importance of segregating waste, combined
with investment in new waste segregation bins.
Most sites are now segregating disposable curtains
and tray wraps. Following a feasibility study for a
‘gloves off’ campaign with the aim of reducing
glove numbers in clinical waste in hospitals, we
implemented the initiative successfully in 2024.
We also tested the removal or reduction in use of
disposable paper tissue roll in many of our outpatient
areas and concluded we could implement reduction
initiatives safely; we did so from October 2024.
We have ‘offensive waste’ segregation at all our
hospital sites. Disposal of offensive waste costs over
60% less per tonne and uses a more environmentally
friendly waste disposal process than clinical or
infectious waste. It is not incinerated; instead, it
goes to a special materials recovery facility, where
it generates renewable energy without releasing
any harmful substances into the atmosphere. By
encouraging segregation into offensive waste and
clinical waste, we reduced our carbon emissions. In
2024, we continued to push the segregation of clinical
and infectious waste into offensive waste by focusing
on waste segregation in our theatres.
To help reduce our carbon footprint, the sharps
bio system roll out, designed by our waste partner
Stericycle, was completed across the estate in 2024.
Stericycle’s containers are reusable, UN-approved,
puncture-resistant containers that can be used up to
600 times after washing and disinfection, as opposed
to the single-use sharps containers that are disposed
of after just one use.
Manage our waste more
efficiently while minimising
detrimental effects to our
planet
Respect the environment
KPI
Target: overall recycling 30% by end 2024 – 48% in
2024 (2023: 35%)
Target: hospital sites only dry mixed recycling 30%
by end 2024 – 31.4% in 2024 (2023: 23.5%)
Target: offensive waste 40% by end 2024 – 42.9%
in 2024 (2023: 36.5%)
Initiatives
– 23 sites averaged over 30% for DMR in 2024
(2023: 13)
– Recycling at 49 clinical and non-clinical sites,
up from 47 in 2023 – hospitals, central functions
offices, distribution and other non-clinical sites
– Fully rolled out recycling of reusable sharps
containers
– Increased recycling rates through further
segregation of waste and hazardous materials
eg tray wraps and curtains
– Worked to increase segregation of offensive
waste and reduce use of paper towel and gloves
– Sustained reduction in infectious waste to 0.4%
(2023: 3%) of total clinical waste which lowered
carbon emissions and cost, and helped remove
offensive waste from incineration
– Sustained working with current waste
contractors to mitigate waste going to landfill
sites (0.7% of total waste went to landfill)
– Trained over 10,000 colleagues (2023: 1,300)
in waste segregation, with mandatory training
for all colleagues
48%
overall waste recycled in 2024, up from 35% in 2023
This includes recycled waste returned to our National
Distribution Centre.
31.4%
dry mixed waste recycled, up from 23.5% in 2023
This excludes National Distribution Centre waste
and is at hospital sites only.
Hospitals
Spire Healthcare Group plc
Annual Report and Accounts 2024
42
Governance report
Overview
Strategic report
Financial statements
Other information
Hospitals
Hospitals
Sustainability report continued
Progress in 2024
We completed a comprehensive review of climate
risk across our operations in 2023, undertaking our
scenario analysis from the impacts of climate change
on our business. Our TCFD report on pages 77 to 82
provides the detail and outcomes of the analysis. We
will undertake this analysis again by 2026, to ensure
that we continue to revise our understanding of the
possible impacts as the modelling of future global
warming trends improves with a mixture of further
actual data and more powerful models.
For more information,
see our TCFD section page 77
Progress in 2024
To help reduce our carbon footprint, the sharps bio
system, designed by Stericycle, our waste partner,
was rolled out across the hospital estate in 2024.
In 2024, this initiative diverted an estimated 20,455
containers from incineration, 39 tonnes of avoided
plastic in manufacturing and 241 tCO2e of emissions.
Read more in goal number two on
managing waste on page 42
3
4
Undertake a comprehensive
review of climate risk across
our operations
Respect the environment
Timeline
End 2026 – completed in 2023
Identify opportunities
to reduce use of
single-use plastics
Respect the environment
Initiatives
– Reusable sharps containers saved over 20,000
containers from incineration
Spire Healthcare Group plc
Annual Report and Accounts 2024
43
Sustainability report continued
Progress in 2024
Water conservation
In 2024, our key focus was the deployment of PV solar
panels and building management systems as
described on page 39. As these programmes are
now materially complete, more action will now be
taken in relation to water saving initiatives.
Initial focus will be on the roll out of automated
meter reading for all our hospital sites, delivering
accurate measurement of water consumption, and to
understand the impact of water saving activities. We
are in discussion with our advisors and suppliers over
this initiative with a view to implementation in 2025.
In the meantime we have continued to make tactical
savings, eg identifying and removing low-use outlets.
From reviews of our housekeeping and catering
processes, we believe further savings in water
consumption will be forthcoming in 2025.
5
Identify and act on
water-saving opportunities
Respect the environment
KPI
Target: consumption m3 to be determined
Initiatives
– Automatic meter reading
– Reviews of housekeeping and catering
Hospitals
Spire Healthcare Group plc
Annual Report and Accounts 2024
44
Governance report
Overview
Strategic report
Financial statements
Other information
Sustainability report continued
Progress in 2024
Investing in our talented people is a major focus
for us, as we seek to train and upskill colleagues,
preparing them for a fulfilling and rewarding career
at Spire Healthcare or elsewhere in the wider health
and care sector.
Our apprenticeships and people development
Supporting the development of our colleagues is
crucial to maintain our high standards of quality
and care. Our five-year nursing and allied health
professional (AHP) strategy focuses on delivering
excellent, safe practice and care and has three
strands: developing our workforce, driving clinical
excellence through practice and enhancing
professional pride.
In 2024, we launched our new Driving Clinical
Excellence in Practice programme, which supports
the continuing professional development of
registered nurses and allied health professionals;
350 colleagues have started it. The programme
considers clinical skills and competencies, and
meaningful subject matters within healthcare.
Professional development is an important part
of our offer to attract and retain the best people to
work in our hospitals and clinics. We seek to refresh
colleagues’ competencies and skills regularly. Clinical
competencies will be part of our new automated
online learning management system for mandatory
training, launching in 2025. The new platform will not
only reduce risk by ensuring that compliance and
mandatory training is appropriately delivered, but
also allow colleagues to drive their own development
when it is launched in 2025.
In 2024, over 110 apprentices graduated from our
apprenticeship programmes, including many who
achieved functional skills in maths and English to be
able to participate in higher level programmes. We
give them the right environment in which to thrive,
study and learn. We continue to sustain a healthy
pipeline of new apprentices enrolling in our
programmes, and closely monitor performance
against retention and career progression data.
6
Our largest apprenticeship programme is the
Registered Nurse Degree, and our apprentices
continued their studies in 2024 with the University of
Sunderland and in placements in a range of nursing
settings. Nurse graduates deliver critically needed
nursing skills directly into the UK’s healthcare sector.
We currently have over 380 apprentices across the
group in a wide range of clinical areas such as
laboratory medicine, physiotherapy, pharmacy,
theatres, as well as non-clinical disciplines such
as engineering, governance and hospitality, and in
Vita Health Group, representing around 3% of our
permanent workforce.
We offer a range of opportunities to help colleagues
learn and grow at work. In 2024, we continued to
focus on developing manager capability, including the
introduction of a new managers programme where
more than 100 managers with less than six months’
experience learned the fundamental skills for great
people management.
In Vita Health Group, a mentoring scheme in 2024
supported 56% of participants to advance in their
career. A new induction process for joining colleagues
was introduced in 2024 to manage the training at
a more manageable pace.
For more information, see our TCFD section on
page 77 and Investing in our workforce on page 29
350
colleagues have started Driving Clinical Excellence
in Practice training programme (new for 2024)
Be a contributor to the UK’s
healthcare workforce
through innovative
programmes
Engage our people and communities
Initiatives
– Learning and development strategy
– Apprenticeship programmes including a large
nurse apprenticeship programme
– Driving Clinical Excellence in Practice
programme
– People management training
Group
Spire Healthcare Group plc
Annual Report and Accounts 2024
45
Sustainability report continued
Progress in 2024
We have reviewed this goal in line with the
requirements of the Parker Review: ‘Improving the
Ethnic Diversity of Business’, published in 2023, to
assess how best to support diversity in the business.
At the end of 2024, we agreed a target of 18% ethnic
minority representation within executive committee
and their direct reports.
Diversity remains vital to our success, and our equity,
diversity and inclusion (EDI) strategy was reviewed
in 2024 with a view to defining organisation-level
targets to help us improve diversity and belonging
within the business.
We were pleased to be listed in the Financial Times
Diversity Leaders index for another year; an index
of companies considered to be Europe’s diversity
leaders, based on a survey of 100,000 employees
across Europe. We aspire to create an environment
where everyone is respected and where difference
is celebrated.
The group’s executive committee demographic was
22% ethnically diverse in 2024 (2023: 25%) and the
board is 10% ethnically diverse, up from 8% in 2023.
For executive committee and their direct reports, the
proportion was 9.2% ethnically diverse (2023: 7.8%).
Colleague networks
We have networks supported by a member of the
executive committee to give focus and impetus.
All networks contribute to policy and inclusion.
Our race equality network is a supportive and
confidential colleague network that provides
individuals from diverse backgrounds with a safe and
open platform to share their personal experiences. The
network has been active with regular meetings and
communications updating colleagues on actions taken
and celebrating successes. Regular catering events
encourage embracing diverse cultures and backgrounds.
Our menopause network completed a second survey
in 2024, which showed an improvement in awareness
of menopause and symptoms among colleagues
and knowledge of the menopause policy. Comments
showed a need for training to support line managers’
understanding of symptoms and each person’s
7
experience; we have released an awareness
booklet and now offer additional health benefits
for permanent employees. We have also trialled an
alternative gender-free uniform, which can be worn
by anyone.
The LGBTQ+ network is colleague-led and offers
support, training and celebration, and contributes
to group policy formation. In early 2025, the network
was awarded ‘highly commended’ by the Metro Pride
Awards as in the LGBT+ best colleague network
category, for strengthening organisation culture.
VHG has networks on women, LGBTQIA+ and
race equality, presenting safe spaces for those
communities. Each network is involved in setting
policies for the business.
Understanding our workforce better
Colleagues are encouraged to share their ethnicity
during the annual colleague survey to help Spire
Healthcare better understand the different
experiences of colleagues. The survey results are
reported and shared across the hospitals business,
including the responses to questions on reporting
instances of harassment, bullying, or abuse at work
from patients, managers, and colleagues. The survey
also asks whether colleagues believe that Spire
Healthcare provides equal career progression
and promotion opportunities, regardless of factors
such as ethnic background, gender, religion, sexual
orientation, disability or age.
Of those colleagues in Spire Healthcare Limited
who disclose their ethnicity, 20.4% report having
a non-white background, up from 18.9% in 2023.
VHG has positive action schemes in place to reduce
barriers to employment faced by people with
disabilities, women, veterans and those from ethnic
minority backgrounds. The schemes guarantee
interviews for those applicants who meet the role
criteria. Colleagues have also been offered a wide
variety of training including, anti-racism, disability
awareness and LGBTQIA+ awareness.
20.4%
of those hospitals business colleagues who disclose
their ethnicity, report having a non-white background
(2023: 18.9%)
Headcount by ethnicity Spire Healthcare Limited
Black
Chinese
Mixed
White
Other
Not stated
Asian
1,582
610
78
246
10,410
158
2,655
Take action to ensure that
the ethnic diversity of Spire
Healthcare’s leadership
reflects, or is ahead of, the
overall ethnic diversity of
the business as a whole
Engage our people and communities
KPI
Target: 18% ethnic minority representation in
executive committee and their direct reports
Initiatives
– Agreed targets to improve diversity and
belonging, ahead of new EDI strategy
implementation in 2024
– Consider ethnic diversity balance when
constructing Spire Healthcare’s leadership
programmes
– Broad range of networks including for sexuality,
racial equality, menopause and women
– Reviewed external benchmarks – Parker Review
– Working towards better data to improve
reporting and planned action
Group
Spire Healthcare Group plc
Annual Report and Accounts 2024
46
Governance report
Overview
Strategic report
Financial statements
Other information
2023
Sustainability report continued
Progress in 2024
Spire Healthcare is committed to diversity and
inclusion, which includes supporting women to
become leaders within the business.
We have five women on the board, equal to 50%
of the membership, in 2024, up from 45% in 2023,
reflecting our commitment to fair representation
across the business. The board considers its members’
diversity regularly through data reviews, recruitment
decisions and discussions in board meetings. Diversity
is also regularly reviewed as part of the workforce
demographics discussions at meetings of the
remuneration committee and executive committee.
Our executive committee demographic was 33%
female in 2024 (2023: 38%).
The combined board and executive committee
demographic in 2024 is 47% female, level with 2023.
Spire Healthcare is 4th in the FTSE 250, and first in
healthcare, for women in senior leadership positions,
as recognised by the FTSE Women Leaders Review
report for 2024/25 which covers the largest UK
companies. Our executive committee combined with
our senior managers – their direct reports – was 55%
female at 31 October 2024 (2023: 58%), as reported
to the review.
We are one of the FTSE 350 companies that has
already met, or exceeded the target for Women in
Leadership, and did so two years ahead of the target
date of 2025.
For more information, see Investing in our workforce
on page 29, gender pay gap on page 48 and KPIs
section on page 62
8
Achieve a balance of at least
40% female representation
at board and executive
committee level by 2025
Engage our people and communities
Timeline
End 2025
KPI
Target: proportion of females 42% at board and
executive committee combined – 47% in 2024
Target: board diversity policy, minimum of 33%
female directors on the board: 33% by 2023 AGM
and 40% by 2025 – 50% in 2024
Initiatives
– FTSE Women Leaders Review – first in
healthcare and 4th in the FTSE 250
– FT Diversity Leaders Index top 850 companies
in 2024 – ranked 165 up from 433 in 2023
– Women in Work top 100 company 2024
Gender balance of board
1. Male
55%
2. Female
45%
1
1. Male
50%
2. Female
50%
2023
1
2
2
2023
2024
Group
Spire Healthcare Group plc
Annual Report and Accounts 2024
47
Sustainability report continued
Progress in 2024
Our main employing entity is Spire Healthcare
Limited – covering 83.8% of all reportable employees
of Spire Healthcare Group. In the interests of
transparency, we have provided additional data
that captures relevant employees across the Spire
Healthcare Group.
Gender pay reflects the structure of our workforce
and the differences in the balance of male and female
workers within the wider healthcare sector. Gender
pay is distinct from ‘equal pay’, which considers
whether men and women are paid the same for
carrying out the same or equivalent roles.
In 2024, the overall median gender pay gap in Spire
Healthcare Limited was 11.6% (2023: 9.2%) and the
mean reduced to 16.2% compared to 17.7% in 2023.
The median gender pay gap in Spire Healthcare Group
was 12.3% for 2024 (2023: 9.1%) which is below
the Office for National Statistics median of 13.1%
published in October 2024. The mean gender pay gap
for Spire Healthcare Group reduced to 16.1% from
17.2% in 2023.
Our mean and median gender bonus gap reduced in
2024 compared to 2023 for Spire Healthcare Limited
and Spire Healthcare Group. For Spire Healthcare
Limited the mean gender bonus gap for 2024 was
74.7% compared to 82.0% in 2023 and the median
gender bonus gap was 25% from 50% in 2023.
For Spire Healthcare Group the mean gender bonus
gap for 2024 was 76.2% compared to 81.7% in 2023
and the median gender bonus gap was 25% from
50% in 2023.
Further reduce gender
pay gap among Spire
Healthcare colleagues
9
Engage our people and communities
Timeline
End 2025
KPI
Gender pay gap: year-on-year reduction – positive
initiatives underway
Initiatives
– Inclusive approach to training and development
– Monitor and report on gender pay gap
– Build talent pipeline and support colleague
development
Responding to the gender pay gap
We understand and value the benefits that diversity
can bring across all levels of the organisation. Having
a visibly diverse leadership fosters a culture of
inclusion that both attracts a broader talent pool and
also allows our future talent to recognise that
progression is possible to senior leadership roles.
We have made a focused effort to better understand
our gender data across all levels within our
organisation and where we have either weak or
strong levels of gender balance in the talent pipeline.
In addition we have been reviewing, updating and
creating new policies (for example menopause policy)
that can support all women in our workforce. This has
been a conscious effort to both attract and retain our
female talent.
The introduction of the job framework for hospital
colleagues has provided clarity on progression
pathways, enabling better flow and retention of
female talent. These efforts are underpinned by a
targeted talent pipeline strategy, designed to identify,
develop and support female colleagues at all levels.
Employee table
Entity
Spire Healthcare Limited
Spire Healthcare Group plc1
Number of employees (includes bank workers)2
13,115
15,703
Women’s hourly rate is:
Mean
16.2% lower
16.1% lower
Median
11.6% lower
12.3% lower
Pay quartiles:
Men
Women
Men
Women
Top quartile
25.8%
74.2%
26.5%
73.5%
Upper middle quartile
20.4%
79.6%
20.2%
79.8%
Lower middle quartile
20.9%
79.1%
20.5%
79.5%
Lower quartile
16.1%
83.9%
16.3%
83.7%
Women’s bonus pay is:
Mean
74.7%
76.2%
Median
25.0%
25.0%
Who received a bonus?
Men
32.0%
30.8%
Women
29.8%
28.2%
1. Including Spire Healthcare Limited, Montefiore House Limited, Claremont, Vita Health Group, Spire Occupational Health and London
Doctors Clinic
2. In line with government reporting requirements, the number of employees stated in the table above is the number of colleagues who
received full pay in the pay period April 2024.
In addition, 2024 was the second successful year of
insourcing our recruitment which has significantly
reduced vacancies and time to hire, allowing even
more focus on the right candidates for roles and will
help focus on gender and diversity representation.
We continue to undertake talent and succession
planning where we look to create opportunities
and support the development of female leaders.
We continue to invest in colleague development
and training, focusing particularly on management
and leadership capabilities. In 2024 representation
was gender balanced across our executive coaching
programme.
Gender breakdown
Employees – Spire Healthcare Limited
Male
Female
Overall employees
2,436
9,319
Hospitals
Spire Healthcare Group plc
Annual Report and Accounts 2024
48
Governance report
Overview
Strategic report
Financial statements
Other information
Sustainability report continued
Progress in 2024
We want our colleagues to have a great work
experience, and if they feel engaged, they can perform
at their best. Regular communication is an important
part of our engagement activities and we use a
variety of communication channels to provide regular
updates on all aspects of our hospitals business.
We aim to make it easy for frontline hospital
colleagues without regular access to email to get
involved in our communication and engagement
activities. Our colleague communications app
(provided by Ryalto) is available for colleagues to
access on their own personal devices to stay
connected easily. The app is an excellent platform to
recognise teams and individuals. In 2024 we published
key information in a variety of formats including
photos and animations, as well as videos from our
chief executive officer and the executive committee.
In 2024, we introduced Microsoft Viva Engage in
the hospitals business, a key communication and
collaboration tool. Following a pilot in the summer
with senior leaders, we successfully launched Viva
Engage into Spire Leeds and Spire Yale hospitals, set
up a company newsfeed and launched to two central
functions teams. Integrated as part of the Microsoft
365 suite of applications and available on personal
devices and computers, Viva Engage will build upon
the success of Ryalto and make it easier for colleagues
to interact across different communities that
represent local teams, role type and personal interests.
We encourage regular feedback from colleagues,
with annual surveys to gain in-depth feedback across
the group. We held our group-wide colleague surveys
in November, with colleagues in hospitals, central
functions, LDC and Spire Occupational Health
completing the same survey*. For the first time,
VHG aligned the timing of its survey and introduced
new questions to provide important year-on-year
comparisons, and group-wide indicators.
Maintain an overall
colleague engagement score
of at least 80%
10
Engage our people and communities
KPI
Target: 80% proud to work for Spire Healthcare –
76% in 2024 (2023: 81%)
Initiatives
– Actively grew number of colleague survey
engagement champions so each area of
the hospitals business is represented.
– Introduced regular online meetings with
champions, sharing key activities such as
awareness events and pilot of Viva Engage,
examples of action planning in practice and local
engagement initiatives to develop best practice
– Worked closely with the people operations team
to develop ways of working to provide local
support for management team action planning,
and in delivering the 2024 colleague survey
– Supported 2024 survey preparations in our
hospitals with bespoke team presentations and
Q&A documents for management teams’ use
– Engaged with hospitals with the lowest colleague
survey response rates in 2023 to provide extra
support as required for the 2024 survey
The survey was of Spire Healthcare Limited, LDC and Spire
Occupational Health colleagues.
For more information, see Investing in our
workforce on page 29 and KPIs section on page 62
Results for the hospitals business showed an overall
response rate of 83% (86% in 2023), with 76% of
colleagues saying they are proud to work for the
business (81% in 2023), and 83% would be happy with
the standard of care if their friends or family needed
treatment (86% in 2023).
Results for VHG showed an engagement score of 78%
(2023: 81%) with a response rate of 82% (2023: 80%).
In March, we held a colleague survey champions day
for the hospitals business with a focus on
understanding the drivers behind the key themes
from the 2023 colleague survey, ideas for action plans
and how to drive meaningful change. The year’s key
themes included recognition and trust in leadership,
celebrating differences and recommending Spire as a
place to work. Since its last survey, VHG has followed
up to understand their scores and seek improvements.
We focused on four main themes from a safety
survey of hospitals business colleagues in 2024,
related to accessing the patient safety policy,
speaking up, feedback and behaviour. This survey
was linked to the chief executive’s ‘Listen Up’ theme
for the year and sought to gain more insight into this
important area, supporting an open culture where
people feel comfortable to speak up. The findings
show that there is opportunity for focus and for us
to question ourselves ‘how do we get better?’. We are
also analysing possible reasons why some hospitals
appear to be making greater progress than others
and will share learning in committee reports.
Line managers conduct regular one:one meetings
and full and half-year reviews. Our executive
committee and non-executive directors dedicate
quality time to people issues across the group, and
continued to engage with colleagues over 2024
through the workforce committee and colleague
listening sessions at sites across the country.
Hospitals
Spire Healthcare Group plc
Annual Report and Accounts 2024
49
Sustainability report continued
Progress in 2024
Contributing to our communities
We believe in the power of giving back to our local
communities and making a positive impact on
society. In 2023, Spire Healthcare established a
group-wide charity committee to coordinate,
consider and agree the group’s overall charitable
initiatives. The committee is chaired by a member
of the executive committee with participants from
across the organisation. In 2024, the committee held
a strategy day and agreed to start pledging grants
to sites and individuals who are fundraising. The
committee agrees the level of grant or donation – for
the latter, individuals must raise at least the amount
donated by Spire.
During our annual corporate charity drive in June,
hospitals raised £7,000 for Maggie’s, the cancer
charity, and the business donated an additional
£10,000. In addition, hospitals took part in local
fundraising for more than 25 different worthy causes
– activities included a charity bike ride, a fun run and
baking. Colleagues sought to live out the objectives
of being kind, making a positive difference to worthy
causes and having some fun along the way.
As well as supporting national charities such
as Maggie’s, many hospitals strengthened their
relationships with local charities and organisations
in their communities throughout the year. These
charities, which are chosen by our colleagues, closely
reflect the communities they serve, and the support
goes beyond fundraising. The relationships are often
long-standing and we offer them valuable resource,
locations for meetings and events, workplace
experience, and publicity where possible.
Build strong connections
between Spire hospitals
and local communities
11
Engage our people and communities
Initiatives
– Corporate charity drive
– Strong community relationships with local
charities
– Financial support to sites or individuals who
are fundraising
– Working with voluntary sector partners
– Informal community efforts, including
supporting local foodbanks
– Outreach to bring NHS services to local
communities
Christmas was a particularly active time in 2024.
Spire Bushey Hospital was delighted to provide its
annual Christmas lunch to the Over 60’s club in a local
church, an event which has been ongoing for over 30
years; the hospital catering team produced a fantastic
meal with all the trimmings. Spire Liverpool’s
colleagues and consultants donated gifts for the Cash
for Kids appeal, doubling their 2023 collection. The
charity works with disadvantaged children from birth
to 18. Spire Cardiff colleagues donated 90 gift bags
to a south Wales charity for underprivileged children,
the Mr X Appeal, and raised over £1,000 for the Welsh
Air Ambulance.
Earlier in the year, Spire Parkway raised over £10,000
for Cancer Research UK’s Race for Life. Over 50
colleagues took part in the a muddy obstacle course
in Birmingham, some of whom have, themselves,
been affected by cancer.
To promote services to ‘hard-to-reach’ patient groups,
Vita Health Group’s partnership liaison officers work
closely with voluntary sector partners to stimulate
referrals and bring services to locations such as
supermarkets, libraries and community centres.
In 2024, they engaged with local community partners
and voluntary organisations to better understand
patient groups to improve access and outcomes.
In 2024, a project began to prepare for the patient
carer race equality framework, which comes into
force in March 2025 for all providers of mental health
services for NHS patients.
At Vita Health Group, each colleague can take one
volunteer day per year; this was little used in 2023
but in 2024 over 80 days were taken, giving time
to local communities.
Group
Spire Healthcare Group plc
Annual Report and Accounts 2024
50
Governance report
Overview
Strategic report
Financial statements
Other information
Sustainability report continued
Progress in 2024
Quality underpins everything we do. We have robust
ward-to-board governance and internal audit
procedures, and members of the board and executive
committee regularly visit and meet with hospital
leaders, colleagues, consultants and medical advisory
committees.
We expect the highest possible standards every day
across all locations, delivering care and providing
safety to patients. Currently 98% of our inspected
hospital sites are rated ‘Good’, ‘Outstanding’ or the
equivalent by health inspectors in England, Scotland
and Wales. Both hospitals in Edinburgh and Spire
Clare Park in Farnham were rated ‘Good’ overall
in 2024. We are still awaiting reinspection of Spire
Alexandra in Kent which has not been inspected
by the Care Quality Commission since 2016/17.
100% of Vita Health Group locations inspected
by CQC are rated ‘Good’.
For more information, see Building on quality
on page 25
Progress in 2024
We seek to offer our patients rapid access to
high-quality, compassionate, personalised healthcare,
with expert clinicians, at a price they can afford.
We aim to make our hospitals the first choice for
consultants, and to invest in the best people, facilities
and equipment to achieve this.
For more information, see Driving hospital
performance, Building on quality and Invest
in our workforce on pages 22 to 31
All Spire Healthcare
hospitals to achieve a
rating of at least 80%
across colleague experience,
patient experience and
consultant experience
12
13
Operate responsibly
KPI
Target: 80% of employees stating they are proud
to work for Spire Healthcare – 76% in 2024
Target: 80% of private patients rating their overall
experience as ‘very good’ – 82% in 2024
Target: 80% of consultants who rate the care given
to their patients by our hospitals as either
‘excellent’ or ‘very good’– 84% in 2024
In 2024, six hospitals met all three of these criteria
(2023: 7), 34 hospitals met at least one (2023: 31)
and 22 met at least two (2023: 16).
KPI
Target: 100% of our inspected hospital locations
to achieve ‘Good’ or ‘Outstanding’ ratings or the
equivalent from regulators in England, Scotland
and Wales – 98% in 2024 (2023: 98%)
Target ‘Good’/‘Outstanding’
CQC scores across all our
hospitals
(or equivalent)
Operate responsibly
Hospitals
Hospitals
Spire Healthcare Group plc
Annual Report and Accounts 2024
51
Sustainability report continued
Progress in 2024
We constantly seek to improve our standards of
clinical and corporate governance, as quality sits at
the heart of our culture. Our Quality Improvement
(QI) strategy is now fully embedded across the
organisation, while our non-executive directors
conduct regular hospital visits, meet with hospital
leaders, and attend local medical advisory boards
and national conferences.
In 2024 we implemented the Patient Safety Incident
Response Framework (PSIRF), which promotes an
improved approach to responding to patient safety
incidents. It recommends a system-based approach
to learning, with supportive oversight of consultants
focused on strengthening our response systems and
continuous improvement. We have linked PSIRF to
our QI programme and Freedom to Speak Up efforts
to seek lasting learning and sustain a learning and
open culture. This promotes colleague and patient
engagement, and improved relationships.
We continue to actively contribute data to relevant
registries such as the National Joint Registry (NJR) in
2024. In 2024, 35 Spire hospitals achieved the Quality
Data Provider certificate, with 25 receiving the ‘gold’
award (2023: 31 and 19). Of 16 chemotherapy units,
15 are recognised with the Macmillan Quality
Environment Mark (MQEM) accreditation (2023: 15)
and we have 14 hospitals with accreditation by the
Joint Advisory Group on endoscopy (2023:14)
In 2024, we remain fully compliant with the
Independent Healthcare Providers Network’s (IHPN)
Medical Practitioners Assurance Framework (MPAF).
For more information, see Building on quality
on page 25 and Clinical governance and safety
committee report on page 103
Progress in 2024
We welcome PSIRF, as the framework not only helps
us manage professional standards, but also builds
on our open and learning culture.
We work hard to create a culture that is characterised
by openness, respect, collaborative working, a focus
on clinical safety, and a spirit of continuous
improvement. Attracting, retaining and developing
great people is a high priority for us, and we can only
do this if colleagues feel valued, rewarded, motivated,
and supported by clearly defined career paths.
We continue to encourage our colleagues and
consultant partners to speak up if they see something
that’s wrong, and we will always listen to them and
support them. We have Freedom to Speak Up
Guardians at all sites, and available for colleagues
who work remotely, to whom colleagues can turn.
For more information, see Building on quality on
page 25 and Investing in our workforce page 29
Maintain robust standards
of clinical and corporate
governance in line with
best practice
Promote an open
and learning culture
14
15
Operate responsibly
Operate responsibly
Initiatives
– Implemented PSIRF across the organisation
– 35 hospitals accredited by NJR with 25 gold
awards
– 15 MQEM recognised chemotherapy units
– 14 hospitals JAG accredited
Initiatives
– Freedom To Speak Up Guardians at all our sites
– Launched a Speak Up training module from the
National Guardian’s Office, mandatory for all
colleagues and consultant partners
– PSIRF implemented in all hospitals
Group
Group
Spire Healthcare Group plc
Annual Report and Accounts 2024
52
Governance report
Overview
Strategic report
Financial statements
Other information
Sustainability report continued
Further develop our
approach to controls
around modern slavery
16
Operate responsibly
Initiatives
– Reviewed third-party risk management solution
– Continued supplier and product rationalisation
initiatives
Progress in 2024
Spire Healthcare Group is committed to acting
ethically and with integrity in all our relationships,
in line with our value of ‘Doing the right thing’.
Our approach to tackling the risk of modern slavery
continues to evolve under the oversight of our
sustainability committee, which reports to our
executive committee to ensure that our directors
have full oversight on all relevant matters.
Our two main areas of focus are: a) to safeguard
patients, colleagues and others who come through
our facilities; and b) in our supply chain. In our
business operations, we believe practitioners and
colleagues are well-placed to identify and deal with
modern slavery concerns through the safeguarding
training and protections we have in place. The
safeguarding system trains those practitioners
and other colleagues (clinical and non-clinical) to
recognise and report signs of abuse. We believe the
rigour of this system mitigates the risk of modern
slavery from either going undetected or being dealt
with inadequately. This risk is further controlled by
the support, training and infrastructure in place for
all colleagues to be able to raise concerns through
our network of Freedom to Speak Up Guardians,
or other available channels. In 2024, we:
– Maintained our modern slavery due diligence
process for new suppliers with an annual spend
in excess of £1 million. There were no issues
identified through this process
– Continued to apply our procurement policy, which
ensures that our hospitals and clinics are equipped
with guidance and a risk assessment tool for
evaluating modern slavery risks in local contracts
– Continued supplier and product rationalisation
initiatives, focusing our attention on increasing the
proportion of spend with long-standing reputable
suppliers, with whom satisfactory due diligence
has been carried out
– Reviewed the merits of procuring a third-party
supplier risk management solution and determined,
at this stage, not to progress further as we
considered our internal processes to be adequate
Spire Healthcare’s Modern Slavery Act statement
investors.spirehealthcare.com/investors/modern-slavery-
act-statement
Vita Health Group’s Modern Slavery and human trafficking
statement
vitahealthgroup.co.uk/slavery-and-human-trafficking-
statement
Group
Spire Healthcare Group plc
Annual Report and Accounts 2024
53
Sustainability report continued
Progress in 2024
In 2024, we made significant strides in enhancing our
cybersecurity posture, focusing on people, processes
and technology to mitigate risk and strengthen
information governance.
Robust security foundation: we successfully
transitioned to the updated ISO27001:2022 standard,
demonstrating our commitment to best-practice
security management. We also maintain cyber
essentials plus certification and full compliance
with NHS data security and protection requirements.
Proactive risk management: we conducted
independent security reviews and audits, leveraging
industry-leading partners, to proactively identify and
address potential vulnerabilities. We continuously
benchmark our performance using the National
Institute of Standards and Technology (NIST)
framework, ensuring alignment with industry
best practices.
Enhanced governance and oversight: the data
strategy, governance and security committee
provides robust oversight of our cybersecurity
programme, reporting regularly to the audit and risk
committee. This cross-functional committee ensures
comprehensive consideration of data and security
matters across the hospitals business.
Strategic technology investments: we deployed
enterprise-grade security platforms and fully
leveraged the advanced security capabilities within
the Microsoft 365 suite, significantly enhancing
our protection against sophisticated cyber threats.
Strengthened expertise: our internal cybersecurity
team was expanded with experienced professionals,
including the appointment of a group chief
information security officer (CISO), and we
established a cyber risk retainer with specialised
threat intelligence experts. This combination
strengthens our proactive threat detection, incident
response and overall security posture to bring
alignment and consistency for information security.
Maintain and strengthen
information governance
and data security
17
Operate responsibly
KPI
Establish security performance dashboard to
facilitate investment decisions by measuring
investment versus protection – by 2024
Establish security programme of work to
implement the NIST recommendations of 2022/3
Onboard new security operations centre – by 2024
Define data strategy and implement modern data
platform architecture – by 2024
Initiatives
– Established a security programme of work to
implement the NIST recommendations of 2023
with an ongoing programme of planned ‘must
do’ interventions until end of 2025
– New security operations centre on-boarded
– Defined an enterprise-wide data strategy and
are implementing a modern data platform
architecture.
– Continued investments to strengthen and
enhance security posture and overall cyber
security strength
– Cyber security strategy and cyber operating
model refreshed in line with digital strategy
– Architecture review board established,
responsible for reviewing and approving the
architectural aspects of new systems, ensuring
adherence to defined security guidelines and
principles
– Cyber risk retainer established with the world’s
number one incident response provider
– Ransomware table-top exercise (TTX)
conducted with executive committee
and IT senior leadership team
Proactive threat intelligence: we actively monitor
threat intelligence from multiple sources, enabling
us to anticipate and respond effectively to emerging
cyber risks.
The strategy covers Spire Healthcare Limited only
at this stage; we are working to bring the rest of the
group under the same security governance.
Hospitals
Spire Healthcare Group plc
Annual Report and Accounts 2024
54
Governance report
Overview
Strategic report
Financial statements
Other information
Engagement with stakeholders
Creating value with
our stakeholders
Our stakeholders
Patients
p56
Colleagues
p56
Consultants
p57
Suppliers
p57
Private medical insurers (PMI)
p58
NHS and government
p58
GPs
p59
Corporates
p59
Regulators
p60
Investors and lenders
p60
Community
p61
Engagement with our stakeholders is critical
to our success and delivering on our purpose,
strategy and objectives. Their input informs
our strategic and everyday business-level decisions,
and the board is provided with an overview of any
relevant stakeholder feedback.
Spire Healthcare Group plc
Annual Report and Accounts 2024
55
Engagement with stakeholders continued
Who they are
We treat a wide variety of patients who self-pay, with PMI,
those referred through the NHS and those funded by
corporates.
Why they are important to us
Providing the highest quality, safe, personalised care
to our patients is at the core of everything we do.
What is important to them
Rapid access to high-quality healthcare, assessment,
advice, diagnosis and treatment, at a price they can afford.
How we engage
We engage continuously with patients before, during and
after their treatment and seek to involve them in all key
decisions about their care.
We use a framework of customer and patient surveys,
including questions mandated by regulation (eg Private
Healthcare Information Network) or contracts (eg NHS).
These cover our major touchpoints with patients, whether
they receive admitted care or come to us as outpatients.
We work closely with patients, with the support of The
Patients Association, on a range of projects, to understand
their experience of care with us, and we use their feedback
to further shape and refine our processes. We run hospital
patient forums and conduct regular director and board level
site visits.
Board engagement
While we review the feedback from our patient engagement
locally in our hospitals and clinics and as part of our
operational reviews, we also do this through the board’s
clinical governance and safety committee. This helps us
develop and continuously improve the services we provide
to patients, as well as define our annual quality priorities,
which we set out in our annual Quality Account to the NHS.
Who they are
We have 17,600* colleagues: nurses, theatre teams, allied
health professionals, non-clinical support (such as reception
staff, porters, finance and human resources), central
function teams, musculoskeletal, counselling and
occupational health specialists and GPs.
Why they are important to us
Our colleagues interact with thousands of patients and
clients every day and play a crucial role in delivering the
highest quality care and outcomes. Non-patient facing
colleagues are vital in making the business run smoothly and
efficiently.
What is important to them
A fulfilling career with an organisation that offers
opportunities for development, the chance to make a
difference, and appropriate rewards and recognition for
their efforts. Colleagues are supported to learn and develop.
How we engage
We value what our colleagues do, engage closely, and
support them with their health and wellbeing, as well as
in their professional lives and career aspirations. We gain
regular feedback from colleagues and new starters, and
those leaving the business. Our annual survey took place
in November, including LDC and Spire Occupational Health
colleagues and with the Vita Health Group (VHG) survey
running concurrently. In March, a colleague survey
champions day shaped actions from the 2024 survey
to drive change.
Board engagement
The survey feedback we receive is analysed by the full board,
remuneration committee and executive committee, with
action plans put in place to respond to the findings.
Responsible executive owner
Group clinical director
Responsible executive owner
Group people director
Patients
Colleagues
Sentiment
– 97% of patients say their experience of our service in hospitals
was ‘Very Good’ or ‘Good’
– 85% of London Doctors Clinic patients gave four or five stars
on Feefo
– 94% of NHS talking therapies patients were satisfied with
treatment
Areas of interest
Action/outcomes
– Increased demand
for patient care, in
and out of hospital,
due to longer NHS
waiting times and
a sicker population
– Care provided for over 993,000
patients (NHS and private) in 2024
– Expansion of care for private patients
seeking to avoid NHS waiting lists
– New agreement between the
independent sector and NHS,
in which Spire Healthcare is
participating, improving efficiency
and choice
– Relationships with NHS GPs to enable
patient choice
– Expansion of Spire GP, new
musculoskeletal offerings, Spire
Mental Health and occupational
health services to meet demand
– Development of new Spire day case
clinics to provide more outpatient
capacity
– Increased need for
care provided by
corporates owing to
ill health of
employees
– New provision of corporate services
through Spire Occupational Health,
and Vita Health Group
– Need to provide
safe and efficient
patient pathways
– Increasing use of digital technology,
offering in-person and virtual
consultations and assessments,
online brochures and appointment
booking
Sentiment
– 76% of colleagues proud to work for Spire Healthcare
(hospitals business, LDC and Spire Occupational Health)
– 83% of colleagues happy with standard of care if friends
or family treated
– VHG colleagues have an engagement score of 78%
Areas of interest
Action/outcomes
– Continued focus on
colleagues’ health
and wellbeing
– Increased investment in wellbeing
support, including mental health
support
– New menopause support option
provided
– Occupational health provided to
all colleagues
– Support available to colleagues
promoted internally and externally
– National shortage
of healthcare
professionals across
the UK, increasing
pressure on existing
workforce
– Nursing and other apprenticeship
programmes, addressing future as
well as current requirements
– Introduction of new reward
framework and reward packages in
2024 to attract and retain hospitals
colleagues
– Insourcing of recruitment to improve
outcomes and reduce costs
– Continued focus on
issues from
feedback such as
vacancies, volume
of work
– Strong recruitment, retention,
and development programmes
– Surveys during the year, eg new joiner
surveys, exit interviews, full annual
survey
– Forums with chief executive officer,
executive committee, and board
members when they visit sites
– Regular all-hands calls and online
sessions, ‘askJustin’ email address
– Consultation with selected colleagues
on key initiatives
– Listening sessions with board
members and hospital teams
– Fortnightly listening calls with chief
operating officer for hospital directors
Who they are and how we engage
Who they are and how we engage
Strategy: Building on quality, page 25
Chief executive officer’s strategic review, page 14
Strategy: Investing in our workforce, page 29
*Number includes bank colleagues.
Spire Healthcare Group plc
Annual Report and Accounts 2024
56
Governance report
Overview
Strategic report
Financial statements
Other information
Engagement with stakeholders continued
Who they are
We work with 8,740 consultants, who operate as
self-employed practitioners in our business. They are
experts in their fields, drawn from all medical disciplines,
who are granted privileges to practise in our hospitals,
in line with our stringent medical governance procedures.
Why they are important to us
Our consultants are integral to providing high levels
of medical care to our patients.
What is important to them
High-quality facilities, continuity of trained, committed
employees providing support to help them establish and
develop an efficient practice at our sites, and the quality
of care that we provide to patients.
How we engage
We meet with consultants to plan individual procedures,
understand their future needs and horizon scan for
developing clinical innovation. They are invited to complete
an annual feedback survey. In addition, each hospital has
its own medical advisory committee (MAC) to advise the
hospital director and the director of clinical services on
any matter relating to the proper, safe, efficient and ethical
medical and dental use of the hospital; they meet quarterly.
Each medical specialty is represented. Topics including
clinical quality, learning from concerns, incidents and
complaints are discussed, plus feedback from members
about matters concerning consultants. MACs are governed
by standard terms of reference, and all discuss the same key
items using a standard agenda. The medical director and
associate medical directors attend MACs at hospitals, with
the aim of attending all MACs at least annually. In addition,
hospitals hold an AGM for their whole medical society,
to which all consultants are invited. MAC chairs run
performance appraisals for each consultant.
Board engagement
Feedback from our annual survey is reviewed by the board’s
clinical governance and safety committee and we use this
to enhance the offer we provide to consultants. Board and
executive committee members visit regularly to listen,
learn and guide and there are biannual reviews with
hospital directors.
Who they are
We work with a diverse range of organisations which supply
the group with everything from medicines, equipment,
services and food to people.
Why they are important to us
A reliable and effective supply chain is vital to us being able
to carry out medical treatment and run the business. In an
increasingly volatile environment, resulting from rising
inflation and international conflicts, the existence of a
reliable and effective supply chain was particularly
important during 2024.
What is important to them
Clear policies, contracts and a strong relationship to ensure
long-term and mutually beneficial commercial
arrangements.
How we engage
We hold performance evaluation sessions with our existing
suppliers, with the frequency determined by the nature of
purchase and the risk profile of the goods or services
supplied. Spire Healthcare’s procurement team undertake
detailed supplier assessments as part of tender evaluation
processes to ensure a supplier’s capabilities are aligned to
the group’s business requirements. We require suppliers to
be contractually compliant on key issues, including modern
slavery.
Board engagement
The audit and risk committee reviews all relevant risks in our
supply chain as part of its annual risk assessments.
Responsible executive owner
Group medical director
Responsible executive owner
Chief operating officer
Consultants
Suppliers
Sentiment
– 84% of consultants say care provided in hospitals is
‘very good’ or ‘excellent’, up from 83% in 2023
– Improved relationship and closer involvement between
MAC chairs, consultants and Spire Healthcare leadership
– Consultants experience stronger clinical and medical
governance
Areas of interest
Action/outcomes
– Desire for improved
digital solutions
including one
patient record
– Desire for improved
administrative
processes
– Structured digitalisation and business
transformation which will enhance
working practices for consultants
– Investment in equipment and
marketing support, which create
an improved patient experience and
make it easier for consultants to do
business with Spire Healthcare
– Such investment results in improved
feedback from consultants on the
high-quality service we provide
– Ongoing need for
open and regular
dialogue with our
consultants
– New consultant induction booklet
and training sessions delivered in
2024 to improve communication,
clinical governance and help new
consultants build a safe and
worthwhile practice
– Fortnightly ‘Two Minute Times’
connects consultants with each other
and with Spire Healthcare with a mix
of national and local news
– MAC chairs meet regularly with board
members and executive committee
– Continued close working with our
MAC Chairs, led by group medical
director
– Continued rigorous oversight of all
aspects of consultant clinical practice
Strategy: Building on quality, page 25
Sentiment
– Our strategic suppliers value our collaborative engagement
– Suppliers recognise our integrity and professionalism
– Key suppliers have recognised how their values are aligned
to ours
Areas of interest
Action/outcomes
– Continuity in
our supply chain
a) Inflation
b) Temporary
cessation of
supply of
renewably-
sourced
electricity
– Work with supply chain to mitigate
detrimental impacts from global
product recalls, supply issues and
supply chain friction
a) Work with suppliers and internal
stakeholders to minimise impact
of inflation through effective use
of demand and supply levers
b) Ongoing delivery of solar
installation and building
management systems to reduce
emissions impact
c) Rephasing of trajectory to reflect
impact until end of 2025
Who they are and how we engage
Who they are and how we engage
Spire Healthcare Group plc
Annual Report and Accounts 2024
57
Engagement with stakeholders continued
Who they are
Private Medical Insurers (PMI) provide medical insurance
cover for both employees and individual members.
Why they are important to us
We have contracted relationships with all the major PMIs
in the market. PMIs are a core part of our private business,
representing around 45% of our hospital and clinic revenues.
What is important to them
The need to provide their members with prompt access
to leading consultants, facilities and clinical teams with
a strong track record on safety, quality and patient
satisfaction. The move to digital booking channels
and integration is now of increasing importance.
How we engage
Regular commercial and clinical review meetings are
held with insurers, covering strategic initiatives, contract
performance, clinical and financial governance, member
satisfaction and operational and clinical KPIs. We also work
to agree and action strategic joint projects. This is a key part
of the relationship management of our payors and therefore
is conducted quarterly.
We opened more cancer specialist centres with Bupa,
adding a further two breast centres and our first prostate
and bowel centres in 2024. Development work is ongoing,
seeking to take the concept of specialist centres to
musculoskeletal and other conditions.
Further work with Aviva, another of our key strategic
partners, saw our hospitals and clinics join their hip and
knee network as a preferred provider across England,
Scotland and Wales in 2024.
Board engagement
The board supports management as needed in their
relationships with leading PMIs.
Who they are
Within central government, we work closely with the
Department of Health and Social Care (DHSC). We liaise
closely with the NHS; we work with NHS England, Integrated
Care Boards, local NHS trusts (and the equivalent in Scotland
and Wales), and central NHS teams.
Why they are important to us
The government sets the political and regulatory
environment in which we operate and overall NHS policy
towards the independent sector. The NHS is a large
customer, as we provide care for NHS patients, either
through referrals, commissioning or contracts.
What is important to them
Our ability to provide high-quality, planned care for NHS
patients, helping them to address waiting times and
relieving pressure on NHS services.
How we engage
Our local leadership teams maintain their well-established
relationships with NHS counterparts. As well as holding
regular meetings, local NHS leaders visit our hospitals,
to ensure they understand the capability we have and the
services we offer. Our national leadership team maintains
relationships with NHS central teams in England, Scotland
and Wales. We have relationships with various DHSC and
NHS England officials covering a range of portfolios and
fed views into the government’s new agreement with
the independent sector and other issues through the
Independent Healthcare Providers Network (IHPN).
Through Vita Health Group, we bid for NHS talking therapy
and MSK contracts in England through central tendering
processes. VHG has regular engagement with commissioners
and the local health system where contracts are held.
Board engagement
Our executive committee liaises with their NHS counterparts
to agree the contractual support we provide to them in
meeting Britain’s demand for healthcare.
Responsible executive owner
Chief commercial officer
Responsible executive owner
Chief executive officer
Private medical
insurers (PMI)
NHS and government
Sentiment
– Spire Healthcare is viewed as a valued partner with a clear
patient focus, always accessible, responsive and supportive
– Viewed as getting good outcomes for members and aligned
in views on value based healthcare
Areas of interest
Action/outcomes
– Insurers want good
engagement
– Regular proactive and real-time, open
communications with the insurers:
– Daily reporting at an individual
hospital and service level of
available care for private patients
– Regular meetings with the
PMI medical governance and
operational leads
– PMIs kept abreast of key strategic
initiatives and plans to ensure
rapid access to the best quality
clinical care. Developing our
propositions in partnership
– Discussions on system integration
and improved member experience
– Insurers looking for
clear commitments
on carbon
emissions and ESG
– Shared detailed action plan with
clear commitments to net zero
– Insurers seeking
digital alignment
– Shared details of digital maturity
and roadmaps for development
Our market, page 19
Sentiment
– The NHS values our sustained commitment to providing
high-quality care across England, Scotland and Wales
– The government has confirmed a new agreement between
the independent sector and the NHS to work more closely
on relationships, systems and training and to care for more
NHS patients to reduce waiting times
Areas of interest
Action/outcomes
– New agreement
confirms an
expansion in
patient choice for
NHS patients
– Local requests for
assistance to
address elective
care backlog
– Patients are able to opt to receive care
in a hospital of their choice, including
one run by an independent provider.
Spire Healthcare is listed as a provider
to NHS patients when making a
choice with their GP, and NHS GPs
are increasingly open to speaking to
patients about using independent
healthcare
– Recontracted with local
commissioners for all Spire Healthcare
sites and increased volumes in
eReferrals – actively seeking more
NHS work
Chief executive’s strategic review, page 14
Who they are and how we engage
Who they are and how we engage
Spire Healthcare Group plc
Annual Report and Accounts 2024
58
Governance report
Overview
Strategic report
Financial statements
Other information
Engagement with stakeholders continued
Who they are
GPs treat all common medical conditions and refer patients
to hospitals and other medical services for urgent and
specialist treatment.
Why they are important to us
GPs are a critical part of our referral network, as most
patients are referred to us by their NHS GP. For that reason,
we seek to liaise closely with them. We are also seeing more
patients self-refer. We have invested in a network of primary
healthcare relationship managers available to all hospitals;
these provide the key link with GPs and deliver training,
education and information.
We also offer our own private GP services, Spire GP and
London Doctors Clinic (LDC). They are a network of GPs,
who are granted privileges to operate in our hospitals,
in the same way as consultants, or are directly employed by,
or contract with, LDC.
What is important to them
An understanding of our business and services, to make
it easier for them to refer patients to us. They value a
high-quality environment, suitable for consulting
with patients.
How we engage
Our hospitals offer regular educational events which
support the continuing professional development of NHS
GPs which have been extended to include the LDC GPs.
Hospital colleagues also provide educational events on
site at NHS GP practices. We use the feedback that we
receive to organise future events that are tailored to
their ongoing needs.
Board engagement
Some of our board members are experienced medical
practitioners and liaise with NHS GPs through medical
forums and conferences.
Who they are
Corporates are the customers for our occupational health
and employee assistance programmes, along with
musculoskeletal and mental health services across Spire
Occupational Health and Vita Health Group. Meanwhile,
more corporates are providing PMI for their employees,
who subsequently come to us to receive care.
Why they are important to us
We deliver care to employees, but the care is purchased
by the corporate employer as a package to support
occupational health and wellbeing, to prevent ill-health,
stress reduction, health intervention, education and
self-help. Therefore the corporate is our client and we seek
to support their employees’ health and wellbeing.
What is important to them
The need to provide their employees with access to leading
advice, clinicians, facilities, locations and virtual services
with a strong track record on safety, quality, patient
satisfaction and good quality clinical advice and outcomes,
to enable people to be healthy and productive and to stay
in or get back to work.
How we engage
Account managers regularly engage with corporates
who hold occupational health or employee assistance
programme contracts, or both, to discuss current and
future requirements and where bespoke services may be
developed. Corporates hold contracts with us for mental
and physical health on an annual or pay-as-you-go basis.
We work with business leaders and their human resources,
health and safety colleagues, wellbeing champions,
preventative service teams and training departments to
engage on the best mix of support for varied workforces
and types of employer.
Board engagement
The board supports management as needed in their
relationships with corporate customers.
Responsible executive owner
Group medical director
Chief commercial officer
Responsible executive owner
Chief commercial officer
GPs
Corporates
Sentiment
– For our private GP network, they value the ability to achieve
a portfolio career across the independent and NHS sectors
– 79% of respondents to the colleague engagement survey
(LDC GPs colleagues) get personal satisfaction from their
work (2023: 89%)
– NHS GPs value the relationship between their practice staff
and our consultants
– NHS GPs are increasingly open to asking patients if they are
insured and new government agreement empowers patients
to exercise choice
Areas of interest
Action/outcomes
– Minor local issues/
opportunities raised
about access to
existing or new
services
– Close relationships with NHS GPs
and electronic referral system (eRS)
as a major form of referrals
– Capacity at all sites is constantly
reviewed and new consultants
engaged to increase capacity
to meet demand
Business model, page 17
Sentiment
– Clients appreciate transparent, responsive and consistent
communication, being made aware of market trends and
business updates and changes in legislation
– Contract holders feel prepared for upcoming legislation
changes and pleased with the support provided, both
proactive and included in contracts
– Growing need for mental and physical support owing to
rising population ill-health makes corporates amenable to
purchase our services: 47% of occupational health referrals
are mental health or musculoskeletal related
Areas of interest
Action/outcomes
– Poor employer
understanding of
what occupational
health can achieve,
how to access
services or how
best to use their
contract, but a
growing willingness
to learn
– Need for specialist
services to address
trauma, stress,
substance abuse,
neurodiversity,
menopause and
mental health
first aid
– Request for support
on new legislation
on sexual
harassment in
the workplace
– Support for high
levels of sickness
absence in
employees and
increased demand
in ill-health
retirement
– Marketing approaches to address
customer understanding
– Service promotion and training
to help managers identify when
employees would benefit from
support
– Development of bespoke services,
webinars, training and information
to meet corporates’ needs
– Mental health first aid training
(MHFA) delivered to line managers
Who they are and how we engage
Who they are and how we engage
Spire Healthcare Group plc
Annual Report and Accounts 2024
59
Engagement with stakeholders continued
Who they are
We are required to engage with a range of financial, clinical,
health and safety, and competition and market regulators.
The principal healthcare regulators we engage with are the
Care Quality Commission (CQC), the Healthcare Inspectorate
Wales (HIW) and Healthcare Improvement Scotland (HIS).
Safe Effective Quality Occupational Health Service (SEQOHS)
accredits occupational health services.
Why they are important to us
Each of our hospitals and clinics, and some VHG sites,
are required to be registered with the relevant national
healthcare regulator in order to be authorised to offer
services to patients.
What is important to them
Compliance with the law and all relevant regulations.
How we engage
We have regular dialogue with the healthcare regulators
nationally, with good relationships with the group clinical
director. Recent changes made by CQC have removed local
relationship owners at the hospital level, but these may be
reinstated in 2025. Our hospitals have focused on contact
with inspection teams pre, during and post formal
inspections. Individual locations draw up and implement
improvement plans on the basis of feedback from regulators.
We have regular calls with CQC, HIW and HIS to understand
the changing face of regulation, and to provide assurance
to the regulators of action being taken to maintain and
improve safety and quality, and share good practice. For
other regulators, such as the Competition and Markets
Authority, we have a dedicated legal team who, with
external counsel, monitor and advise the group on legal
and regulatory developments. Spire Occupational Health
works closely with SEQOHS regarding accreditation.
Board engagement
The board supports management with assurance of
effective ward-to-board governance processes and reviews
collated feedback from regulators to identify trends and
drive responses.
Who they are
Shareholders, potential shareholders, analysts and lenders.
Our largest investor is Mediclinic, which holds a 29.8% stake
in Spire Healthcare and has a seat on the board.
Why they are important to us
Our investors and lenders help to ensure we have access
to the resources, support and finances we need to develop
and grow the business.
What is important to them
Investors and lenders are looking for sustainable returns
from any capital outlaid and are keen to understand how
we are building our private business, working with partners
such as the NHS and private medical insurers; expansion
into new growth areas of healthcare; risk and returns
appetites; and how we work sustainably and support
the community.
How we engage
Our director of investor relations manages our relationships
and engagement with shareholders and analysts. This
includes regular interaction with members of the board
and executive committee.
We also maintain regular contact with lenders and keep
them informed on all major issues affecting the business.
Our full year and half year results were presented as hybrid
events; both were well attended. We regularly gather
feedback and use this to guide our future investor
relations strategy.
Board engagement
Our chairman, senior independent director and executive
directors meet regularly with investors alongside the
director of investor relations.
Responsible executive owner
Group clinical director
Responsible executive owner
Chief executive officer
Chief financial officer
Regulators
Investors and lenders
Sentiment
– 98% of our inspected locations are currently rated ‘Good’
or ‘Outstanding’ or the equivalent by regulators in England,
Scotland and Wales
– All inspected VHG locations are currently rated ‘Good’ by CQC
Areas of interest
Action/outcomes
– CQC faced
challenges in 2024
and are changing
how they regulate.
CQC are not yet able
to confirm what
these changes
will be in 2025
– Registration of
new clinics
– We are working with CQC to
understand the changing face of
regulation and its impact on our
business
– Extensive training for colleagues
on the changes – further training will
be undertaken when appropriate
– All clinics registered or registration
amended in time for opening
– Spire Occupational
Health rebranding
– Safe Effective Quality Occupational
Health Service (SEQOHS) awarded
Spire Occupational Health full
accreditation, the industry standard
for occupational health, in late 2023
Strategy: Building on quality, page 25
Sentiment
– Investor feedback received is generally good, with support
for management and the board, the group’s strategy and
progress against our targets
– Lack of share liquidity is sometimes a barrier for investment
for institutional investors
Areas of interest
Action/outcomes
– Capital allocation
– use of surplus
cash generated,
capex, margins
and return on
investment
– We balance use of surplus cash
between a number of areas including
core business investment, reduction
of leverage, M&A opportunities and
payment of dividends to our
shareholders
– We continue to invest for growth
to improve margins and return on
investment
– Ability to increase
margins and
returns; notably
regarding
transformation
cost savings and
management
of payor mix
– Capital markets event focusing
on these areas
– Improved disclosure and analysis
to aid understanding
– Delivery of more than £20 million
in cost savings in 2024
– Price rises where appropriate,
managing our mix of services, being
more selective in products used
– Environmental,
social and
governance
(ESG) impacts
– Net carbon zero target by 2030
– Sustainability committee with
nominated owners for each section
of the sustainability strategy and a
scorecard developed for each area.
Goals to be reviewed in 2025
– Recovery of our
private self-pay
business has a
critical impact on
Return on Capital
Employed and
other measures
– Presentations to investors
and analysts
Risk management and internal control, page 65
Financial review, page 84
Strategy, page 21
Who they are and how we engage
Who they are and how we engage
Spire Healthcare Group plc
Annual Report and Accounts 2024
60
Governance report
Overview
Strategic report
Financial statements
Other information
Engagement with stakeholders continued
Who they are
Our business plays an important part in the communities
in which we operate.
Why they are important to us
We want to be involved in the local communities of our
patients, existing and future colleagues. As a responsible
business, we have a duty to give back to these areas and
contribute to their greater wellbeing. We also have a duty of
care to the environment and have plans aimed at becoming
net zero carbon by 2030.
What is important to them
A strategy and local activity that focus on the ethical, social,
environmental, cultural and economic dimensions of doing
business.
How we engage
Local teams forge relationships with community
organisations in their locality and liaise with local authorities
and other local groups when investment projects are planned
which may cause disruption to residents. Many hospitals,
clinics and teams in our primary care services, also undertake
fundraising initiatives for local charities. Nationally Spire
Healthcare undertakes company-wide charity activities
and other community initiatives.
We are engaged in environmental projects to reduce
our greenhouse gas emissions and manage our waste
effectively. Engagement with Integrated Care Systems,
including local authorities and community services,
can provide closer links with local health and social
care communities around our hospitals and clinics.
Board engagement
The board reviews our sustainability and environmental
ambitions on a regular basis.
Responsible executive owner
Chief executive officer
Community
Sentiment
– Charities receiving donations express gratitude and explain
what can be provided for recipients through monies raised
– Longer-term relationships with local sites are valued and
bring communities closer
Areas of interest
Action/outcomes
– The cost-of-living
crisis has affected
people in the
communities
we serve, creating
charitable need
– Our 2024 charity drive in the hospitals
business raised £17,000 for Maggie’s
cancer charity and much more for
local causes around Britain selected
by local hospitals
– As a business we support several
major fundraising and awareness
events such as Macmillan’s coffee
mornings and Breast Cancer Now’s
‘wear it pink’
– Vita Health Group (VHG) introduced
one day’s paid leave for colleagues
to volunteer each year in 2023 – over
80 people used this option in 2024
to benefit their communities
– Growth in need for
talking therapies
and
musculoskeletal
support in local
NHS communities
– VHG works with voluntary sector
partners to stimulate referrals and
bring services to local communities
– VHG engaged with local partners
to better understand patient groups
to improve access and outcomes
Chief executive’s strategic review, page 14
and Sustainability, page 38
Who they are and how we engage
Spire Healthcare Group plc
Annual Report and Accounts 2024
61
Our key performance indicators
We use a range of financial and non-financial metrics to measure
performance in line with our strategy and to deliver strong
financial performance.
Non-financial KPIs
Colleague engagement index >80%
100% CQC/HIS/HIW
Good or Outstanding
>75 net promoter score among
admitted hospital patients
Apprentices constitute
5% of our workforce
Performance
Despite ongoing transformation across the
hospitals business, we are achieving high levels
of colleague engagement – 76% of colleagues
said they felt proud to work for Spire Healthcare
(2023: 81%), based on an 83% response rate.
The 2023 colleague survey applies to Spire
Healthcare Limited and The Doctors Clinic Group.
Vita Health Group achieved an engagement score
of 78% (2023: 81%) with a response rate of 82%
(2023:80%). Questions on leadership and culture
scored highly and there is work underway to
improve communication and reward.
Performance
98% of inspected hospital and clinic locations
are rated ‘Good’ or ‘Outstanding’ or the equivalent
by regulators in England, Scotland and Wales.
100% of inspected Vita Health Group and London
Doctors Clinic locations are rated ‘Good’ by CQC
in England. We await re-inspection of Spire
Alexandra in Kent, not inspected since 2016/17.
Performance
We continue to achieve high levels of private
patient recommendation. NPS among admitted
patients was 79%, down slightly from 80%
in 2023.
At Vita Health Group, the NPS is 80 (2023:84)
overall for corporate musculoskeletal clients
(with employee assistance plan corporate
customers scoring 95 (2023:97)).
We continue to monitor all patient feedback
to drive continuous improvement.
Performance
We now have over 350 clinical and non-clinical
apprentices in the hospitals business and 36 in
Vita Health Group, which is almost 3% of our
permanent workforce. Over 110 colleagues
graduated from an apprenticeship in 2024.
We will continue to make apprenticeships an
attractive option for new and existing colleagues
and ensure both learning and supervising
colleagues are fully supported.
Why is this a KPI?
We are a people business. Having engaged
colleagues is not only important for their
own wellbeing, but also helps them in their
daily efforts to provide high-quality care
to our patients.
Why is this a KPI?
Providing personalised quality care is our daily
responsibility and a key business driver. We seek
to reach 100% Good or Outstanding ratings from
regulators in England, Scotland and Wales.
Why is this a KPI?
Our net promoter score (NPS) metric measures
admitted patients’ likelihood to recommend Spire
Healthcare to friends or family in need of similar
treatment. This is a key indicator of customer
satisfaction and the quality we are delivering
to our patients.
Why is this a KPI?
There is a shortage of clinicians in the UK and
worldwide. We are committed to building up
the talent pipeline for our business and for the UK
healthcare sector more widely.
Group
3%
2023: 4%
76%
2023: 81%
98%
2023: 98%
Hospitals
79%
2023: 80%
Hospitals
Hospitals
78%
2023: 81%
100%
2023: 100%
Primary Care Services
Primary Care Services
Spire Healthcare Group plc
Annual Report and Accounts 2024
62
Governance report
Overview
Strategic report
Financial statements
Other information
* Percentage refers to Spire Healthcare Limited
Non-financial KPIs continued
Net zero carbon emissions (tCO2e)
by 2030
40% female membership of board
and executive committee by 2025
Performance
In 2024, we extended our target reporting
boundary to include our subsidiaries, Vita Health
Group and The Doctors Clinic Group. Our
emissions were 26,522 tCO2e, which is a 24%
reduction since our 2019 base year. As our
interim annual target for 2024 was 24,963 tCO2e,
our performance was 6.2% over target.
Despite missing the target, we still reduced
emissions from 2023 to 2024 by 1,197 tCO2e and
we continue to make good progress from the base
year 2019, reducing emissions by 8,388 tCO2e.
Performance
The combined executive committee and board
demographic in 2024 is 47% female, level with
2023.
Our executive committee demographic is 33%
female (2023: 38%). We are supporting women to
become leaders within the business, and we have
five women on our board, moving the board’s
gender balance to 50% women (2023: 45%). We
are recognised as the first company in healthcare
in the FTSE 250 Women Leaders Review, in which
our executive committee and their direct reports
combined is listed as 55% female at 31 October
2024 (2023: 58%).
Why is this a KPI?
We continually seek ways to reduce our impact
on the environment. We are reducing our carbon
emissions, focusing our efforts on waste and
recycling, while working with our suppliers
to align goals to develop healthcare in sympathy
with a sustainable planet. This is the responsible
approach of any healthcare business.
Why is this a KPI?
Spire Healthcare wants to support women
to become leaders within the business. More
diverse boards are more effective; diversity
drives innovation and better decision-making
and is reflective of the group and its employees.
Please see the Sustainability
report for more information
on page 38
Our key performance indicators continued
Year-on-year reductions
in gender pay gap
Performance
In 2024, the overall median gender pay gap in
Spire Healthcare Limited was 11.6% (2023: 9.2%).
The median gap in Spire Healthcare Group was
12.3% for 2024 (2023: 9.1%) which is below the
Office for National Statistics median of 13.1%
published in October 2024.
We have focused on understanding our gender
data better in 2024. The introduction of the job
framework for hospital colleagues provided clarity
on progression pathways, enabling better flow
and retention of female talent. We have reviewed,
updated and created new policies to support all
women in our workforce.
Group
Group
Group
47%
2023: 47%
Why is this a KPI?
Our purpose is to make a positive difference
to people’s lives and that includes all our
colleagues. Gender pay reflects the structure
of our workforce and is a reflection of the
differences in the balance of male and female
workers within the wider healthcare sector.
11.6%
*
2023: 9.2%
Hospitals
6%
behind target for 2024 emissions
(26,522 tCO2e achieved, target 24,963 tCO2e)
(2023: 3% ahead)
12.3%
2023: 9.1%
Spire Healthcare Group plc
Annual Report and Accounts 2024
63
Financial KPIs
Maintain Revenue CAGR c5%
Adjusted EBITDA* margin
>21% by 2027
ROCE* >10% by 2027
Performance
Overall revenue was £1,511.2 million, up 11.2%
compared to 2023, up 6.2% on a comparable basis
Hospital revenue was £1,390.2 million, up 4.7%
compared to 2023, up 5.5% on a comparable basis
* Refer to page 88 for a reconciliation of non-GAAP
financial measures.
Performance
Adjusted EBITDA for the group was £260.0 million
in 2024, up 11.1% from 2023, up 9% on a
comparable basis.
Hospital adjusted EBITDA was £249.7 million,
up 6.8% on 2023, up 7.1% on a comparable basis.
Hospital adjusted EBITDA margin was 18.0%,
up from 17.6% in 2023.
Performance
Spire Healthcare seeks financial discipline with
a clear capital allocation policy and targeted
investment. We have improved operational
effectiveness with our efficiency programmes
which delivered more than £20 million savings
in the year. We have also implemented price rises
where appropriate, managed our mix of services
and been more selective in the choice of products
we use. The strong operational performance in
the period resulted in adjusted EBIT climbing by
14.6% (12.4% on a comparable basis) to £149.4
million, leading to a material improvement in
ROCE, up by 0.7 percentage points to 8.2%.
Why is this a KPI?
Monitoring revenue provides a measure of Spire
Healthcare’s growth.
Why is this a KPI?
The margin we achieve reflects the group’s
efficiency in generating shareholder returns
from the hospital business, which excludes
primary care services. An increasing margin makes
the profit more resilient to adverse effects and
demonstrates the group’s strategy for managing
cost and targeting private payors is the right one.
Why is this a KPI?
ROCE is an important metric and measures
how well the group’s capital is being deployed
to generate returns. Adopting ROCE as a KPI
influences future investment strategy by the
business to ensure that available capital is directed
towards generating improving shareholder return.
Read more in our
Financial review page 84
Risk management and internal control – for
more information see page 65
Our key performance indicators continued
All three financial KPIs described below align with Spire Healthcare’s
strategy and the medium-term financial objectives.
Hospitals
Hospitals
2023
2022
2021
2020
2024
8.2%
7.5%
6.2%
4.9%
4.0%
2023
2022
2021
2020
2024
1,390.2m
1,327.6m
1,198.5m
1,106.2m
919.9m
2023
2022
2021
2020
2024
18.0%
17.6%
17.0%
16.1%
17.5%
Spire Healthcare Group plc
Annual Report and Accounts 2024
64
Governance report
Overview
Strategic report
Financial statements
Other information
Group
Risk management and internal control
The board has a consolidated view of key risks from across Spire Healthcare. Our risk management and internal
control processes are managed through the audit and risk committee (ARC) in association with the clinical
governance and safety committee (CGSC).
Risk management
The risk management framework (shown diagrammatically on page 68) is designed to identify, evaluate and
mitigate the risks that we face at all levels. All significant risks are recorded on our risk management system.
We have reviewed a range of potential emerging risks and their possible impact on Spire Healthcare, using
internal and external sources of emerging risk information, for example:
– The University of Cambridge Judge Business School Centre for Risk Studies’ taxonomy of business risk
– The UK government’s national risk register
– The World Economic Forum’s annual risk assessment
We use the risk register to manage all significant risks facing Spire Healthcare by assessing risk in terms of
consequence and likelihood. Our risk management methodology captures the assessment of risk on a ‘current’
or ‘net’ basis, after existing controls are considered. The detailed registers also include management actions to
further reduce risk exposures when considered necessary. In the case of the principal risks, sources of assurance
over mitigation of the risks are also reported to the ARC. Reporting of risk within our management information
(eg, to the executive committee and ARC), is on a current basis, and the importance of each risk as presented in
this report is on the current basis. The relative exposures from the principal risks to Spire Healthcare are shown
on page 66.
All risks have an identified risk lead in charge of monitoring and mitigating the risk. Management reviews risk
registers in line with the risk management policy at intervals of one, three or six months or when there is
imminent change in the risk environment such as legislation.
Current risk environment
We believed the geopolitical risks in 2024 would be volatile, and they have proven to be with escalation of
conflicts in the middle east and Europe and several countries experiencing political instability (eg Germany,
France and South Korea), although election results have had clear outcomes in the UK and USA. Despite
increased risks of disruption, our supply chains remained resilient, and we have not experienced any major
disruption to date.
Looking ahead to 2025, we believe the international geopolitical environment remains volatile, while
domestically the economy will experience modest growth. The Bank of England’s November 2024 Monetary
Policy Report (published ahead of the budget) reported external forecasters’ expectations of GDP growth
averaging 1.6% in 2025-27, with unemployment and CPI broadly steady at 4.1% and 2.1% respectively. The rise
in national insurance and minimum wage announced in the budget, and the pay awards in the NHS will have
an impact on our cost base as highlighted in principal risk ‘inflation and wage inflation’ on page 69.
Risk appetite
While we make every effort to ensure that all risks are as low as reasonably achievable, it is not possible to
reduce all risks to zero. Decisions must therefore be made as to whether the benefits and best use of resources
outweigh the risks.
We define our risk appetite as the amount of risk we are prepared to accept, tolerate, or be exposed to at any
time. We are committed to doing everything reasonably possible to reduce risk for all patients and to deliver
high-quality, efficient and effective care. We are uncompromising on patient safety relating to our clinical
service delivery. The lowest risk appetite applies to all safety and compliance objectives, including preventable
patient harm, and public and employee health and safety. We have a higher risk appetite for the pursuit of
innovation and our strategic and operational objectives. This means meeting legal and other regulatory
obligations will take priority over other business objectives.
We apply the following definitions to our risk appetite for the strategic principal risks:
VL
Very low: A high level of risk mitigation or risk avoidance representing the safest strategic route available
L
Low: Seeking to integrate sufficient control and mitigation methods to accommodate a low level of risk
B
Balanced: An approach that brings a high chance for success, considering the risks, along with
reasonable rewards, economic and otherwise
H
High: Willing to consider bolder opportunities with higher levels of risk in exchange for increased
business payoffs
VH
Very high: Pursuing high-risk, unproven options that carry with them the potential for high-level rewards
The risk appetite for each principal risk is shown on pages 69 to 76 in the detailed risk descriptions.
Principal risks outside of risk appetite
There are no principal risks outside of our risk appetite.
Responsibility for risk management
and internal control systems lies with
the board of directors.”
Spire Healthcare Group plc
Annual Report and Accounts 2024
65
Risk management and internal control continued
Material change to our risk profile from 2023
During the course of 2024, we regularly reviewed our principal risks and made the following changes
as reported in our interim financial statements:
– Sub-divided the principal risk ‘information governance and security’ into its constituent parts of data
protection (renamed from information governance) and cyber security (see below)
– Reclassified the PMI and self-pay market dynamic risks into a private market dynamic risk (see below) and
described a separate NHS market dynamic risk that was previously included in government and NHS policy
– Inflation and wage inflation risk has increased following the increases in employer’s national insurance
contributions and minimum wage announced in the 2024 autumn budget
– Supply chain disruption risk we judge to be increasing in light of current geopolitical tensions
– Workforce risk has decreased as a result of lower staff churn rates and lower vacancy rates (see page 75)
In recognition of the scale of the digitalisation programme, we now report a principal risk of organisational
transformation.
Inter-relationships of principal risks
We recognise the strong inter-relationships between the principal risks. The risks that would have the most
material impact on other principal risks are:
– Clinical quality
– Inflation and wage inflation
– Cyber security
Emerging risks
The board considers emerging risks to be those with the following characteristics:
– Any manifestation of the risk is most likely outside of the normal strategic planning horizon of five years
– Are risks for which we have little or no prior experience because of their novelty or highly uncertain nature
– There are no practical control measures that can be taken now but a longer-term strategic response may
be appropriate
The emerging risk process is as follows:
– The executive committee prepares an annual analysis of long-term global trends that may lead to emerging
risks and opportunities
– It then recommends specific long-term risks to be added to an emerging risk register for monitoring and
consideration in our strategic planning process
– The board, via the audit and risk committee, reviews and approves the potential emerging risks and
opportunities that the executive committee is monitoring
Principal risks
The diagram shows the principal risks of the group. Further detail on the individual risks is provided on
pages 69 to 76.
Ranked by likelihood
Category
1
Inflation and
wage inflation
Financial
2
Private market
dynamics
Financial
3
Climate change
Environment
4
Cyber security
Technology
5
Organisational
transformation
People
6
Digitalisation,
automation and
efficiency
Technology
7
NHS market
dynamics
Financial
8
Brand reputation
Social
9
Government
policy
Geopolitical
10 Supply chain
disruption
Geopolitical
11 Major
infrastructure
failure
Technology
12 Clinical quality
Clinical and
patient safety
13 Expanding our
proposition
Corporate
governance
14 Workforce
People
15 Data protection
Corporate
governance
16 Antimicrobial
resistance
Social
The principal risks fall under
the following categories:
3
12
6
5
7
14
10
16
1
2
8
9
13
Likelihood
Consequence
Low
Medium
Low
Medium
High
High
Movement
since 2023
4
11
15
Spire Healthcare Group plc
Annual Report and Accounts 2024
66
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control continued
3) Financial and operational controls
Our design of our finance function splits resources across on-site finance directors at each hospital, supported
by a central finance function based in Reading.
We received regular fraud updates from the NHS Counter Fraud Authority during the year and, where relevant,
disseminated the fraud alerts to relevant colleagues. We were subject to daily direct and indirect cyber-attacks
during the year. We have prepared response plans to cyber-attacks utilising both in-house and third-party
experts. After any incident, we undertake a full incident review and reflect learnings into our cyber-security
environment.
The fundamental financial controls as reported in 2023 remained in place during 2024, namely:
– The annual process of preparing business plans and budgets, followed up by close monitoring of operational
performance by the executive committee and the board
– Weekly forecasting and actual reviews to drive corrective actions
– Monthly monitoring of actual results, compared to budgets, forecasts and the previous year
– All material capital, leasing and acquisition projects are subject to an investment evaluation and
authorisation procedure, including board approval, when the forecast expenditure exceeds the level of
delegated authority
– Common accounting policies and procedures
– Our cash flow position is regularly reviewed to ensure that our borrowings are aligned with our growth.
Half yearly detailed cash flow forecasts are reviewed and used for controls over going concern, goodwill
impairment and banking covenant assessments
– Forced segregation of duty and senior review of all payments made
– Other non-financial operational risks are managed by means of the application of best practice, as defined
by group policies and standard procedures, in areas such as project management, human resources
management and IT security and delivery, supported by detailed performance monitoring of outputs
and issues
– Consolidation of our accounts bi-annually for accurate reporting purposes
– Key account balance sheet reconciliations to ensure accuracy within our accounts
Other non-financial operational risks are managed by means of the application of best practice, as defined by
group policies and standard procedures, in areas such as project management, human resources management
and IT security and delivery, supported by detailed performance monitoring of outputs and issues.
The Financial Reporting Council published the 2024 Corporate Governance Code requiring new disclosures over
our risk management and internal control environment for our fiscal year starting 1 January 2026. We continue
to prepare for these new requirements by documenting and strengthening our internal financial controls
where appropriate.
Internal controls
1) Standard policies and procedures
We have documented policies and standard procedures in place covering all significant activities and areas of
risk, which are subject to regular review and update by the policy approval committee (PAC) comprising a cross
functional membership of subject matter experts. The PAC reports into the safety, quality and risk committee.
The PAC meets eleven times a year and publishes updates to policies on our intranet. All policies are required to
follow a standard process for creation and review. There is a standard structure for procedures and guidelines
to provide our colleagues and consultants with further operational detail for policies where required. The
default review period once a policy is approved is three years but can be shorter if required. There are certain
policies that the board reserves the right to approve, for example treasury management, raising concerns and
risk management policies.
2) Assurance over clinical delivery and clinical regulatory compliance risks
As a provider of clinical services to patients, we face a specific set of non-financial risks associated with such
provision. We have strong control structures as described below.
– The group medical director oversees the governance of the medical professional standards of 8,740 consultants
through the medical professional standards committee, the management of patient reviews and recalls,
the processes for the management of practising privileges and setting medical governance policy
– The integrated quality governance team supports a suite of clinical audits which assess compliance with
key areas of patient safety
– In 2024, two major improvements to the clinical quality control framework were rolled out. First, in January
2024, we issued the new group wide integrated quality governance structure for Spire Hospitals. Second,
in March 2024, we rolled out the new Patient Safety Incident Response Framework (PSIRF) (see page 26)
– The central clinical team oversees a national programme of clinical reviews including testing, according
to the approach taken at regulatory inspections
– The central clinical team also oversees the drafting, communication and training of a comprehensive set
of clinical policies and procedures for Spire Healthcare. These form part of the overall framework for clinical
safety governance and quality, to ensure that clinical risk and clinical regulatory compliance is managed
effectively across all registered sites. The governance activities are monitored by the integrated quality
governance team and are reported regularly to the safety, quality and risk committee, the executive
committee and the clinical governance and safety committee
– Each hospital has a risk register through which clinical and medical risks are managed, mitigated and escalated
– Comprehensive, non-financial management information on quality including safety, clinical effectiveness
and patient experience is produced and reviewed monthly against pre-agreed standards by the corporate
integrated quality governance and clinical teams and reported to the safety quality and risk committee
sub-committee bi-monthly and reported to the clinical governance and safety committee quarterly
– We are subject to substantial levels of external inspection and review, both by the range of national
healthcare regulators (CQC/HIW/HIS), and through invited assurance inspections such as the rolling
programme of health and safety inspections carried out by third-party specialists. The executive
committee and the clinical governance and safety committee review the outcomes of these activities.
In 2024, we had a total of four CQC and HIW/HIS inspections, all producing ‘Good’, ‘Outstanding’,
or equivalent performance assessments
– We have maintained throughout 2024 the structures and processes to provide the level of evidence
and assurance required to monitor clinical regulatory compliance
Spire Healthcare Group plc
Annual Report and Accounts 2024
67
Risk management and internal control continued
4) Internal Audit
An in-house director of internal audit was supported by a dedicated team from KPMG who provide co-source
internal audit resource. From 2025, this service has moved to RSM. The activities of internal audit are reported
in the audit and risk committee report on pages 105 to 110.
Continuous learning
Our process of continuous improvement through events, knowledge and awareness will help us to make
progress. We recognise this unequivocally and its importance in driving outstanding quality. No matter how
robust and reliable, internal control systems and risk management cannot guarantee to remove all error or loss.
We take all instances of incidents (including near misses), complaints, control failures, regulatory non-compliance,
or other risk events seriously. As such, we have a detailed process in place to understand the cause and identify
learning to minimise the chances of recurrence.
We actively promote an open culture to positively encourage the reporting of all risk events and other issues
arising. Hospital management, the executive committee, the ARC, and the CGSC closely monitor the number
and nature of events arising, and the operation of incident management processes.
We offer various channels through which colleagues can report any issues or concerns. The main channel for
raising concerns is the Freedom to Speak Up guardians (FTSU) that were introduced into every Spire Healthcare
hospital, corporate team and VHG. Other channels include a central raising concerns team, members of the
executive team and board, and an independent whistleblowing helpline to facilitate anonymous reporting
of issues or concerns that they are unwilling to raise via any other channel. We have an independent national
corporate guardian who oversees and supports the guardians (see Strategy: Building on quality, page 27).
Our risk management framework
Governed by our board-approved enterprise risk management policy
Corporate risk registers
Executive sub-committees
Principal risk register
Board and executive committee
Emerging risk register
Board and executive committee
Risk assessment libraries
Heads of departments
Hospital risk registers
Hospital leadership teams
Ward
to
Board
Materiality
Spire Healthcare Group plc
Annual Report and Accounts 2024
68
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control continued
Link to strategy
1. Inflation and wage inflation
Executive owner(s): Chief financial officer/Chief operating officer/Chief people director
Risk description
Consumer Price Inflation in the UK was 2.5% for the year to
31 December 2024. The Bank of England reduced the base lending
rate to 4.5% in February 2025, but the Bank of England remains
cautious about service sector and wage inflation. There is still
risk of further energy price shocks and food price shocks from
increased geopolitical tensions in Ukraine and the Middle East.
The Bank of England’s baseline prediction for 2025 is 3.2%
for average private sector wage growth, but report companies
surveyed expected wage growth nearer 4% (November 2024
Monetary Policy Report). National insurance contributions
increase to 15% from 1 April 2025 with significant increases
to minimum and national living wages (range 6.7%-18%).
Despite these inflationary headwinds the expectation is that the
primary growth drivers for healthcare will remain medium term,
namely NHS waiting lists stimulating stable/growing PMI lives
covered and a self-pay market which is larger than pre-pandemic.
Risk impact
– Higher staff churn because of more competitive pay in other
sectors/other healthcare providers or higher staff costs to
maintain competitive pay and benefits
– Reduction of self-pay patients as inflationary pressures
reduce affordability and reducing volumes
– On contract renewals, PMI providers take more aggressive
stance on pricing to mitigate from recent inflationary
increases, reducing margin
– NHS tariff increases are below the level of inflation thus
reducing margin
– Tax bill higher further to national insurance increase
Risk mitigation
In response to macro inflationary pressure, we continue to
benefit from a range of inflation mechanisms built into the PMI
contracts and will benefit from our ability to change self-pay
pricing quickly via our pricing engine subject to prevailing market
conditions. Our conversion rate from outpatient appointment
to inpatient procedure remains stable. Our procurement team
maintains a constant review of pricing and seeks opportunities
to mitigate inflationary increases.
We continue to respond to changing economic circumstances
by optimising our private and NHS-funded work, ensuring we
are not over-reliant on one income source, and supported by
an efficient cost base.
Risk appetite B
Risk movement: 2023
2024
Link to strategy
2. Private market dynamics
Executive owner(s): Chief commercial officer
Risk description
There is a risk that private healthcare demand softens after
the post-pandemic period of growth because of:
– The significant buying power of the top four insurance
providers which have an estimated 90% market share. We have
individual contractual relationships for the provision of our
services with all the major PMI providers. These contracts come
up for renewal on a recurring basis. It is possible that renewal
of contract terms cannot be secured on historical terms
The self-pay market softens because of:
– A material lowering of NHS waiting lists for key self-pay
procedures within the Spire footprint, reducing demand
– Affordability among our core target market decreases as
inflation or higher tax take reduces disposable income
– Growth in the self-pay market is constrained by low growth
in the UK economy
– New competitors price to secure market share
Risk impact
– Loss of, or renewal at lower tariffs, of an existing PMI
contractual relationship with any of the key insurers could
significantly reduce our revenue and profit
– In 2024, self-pay patients contributed 22.6% of group turnover.
A material reduction in the self-pay market could have a
material impact on our profitability and margin
Risk mitigation
We invest in high-quality patient care service to our self-pay
and insured patients of our PMI partners.
We ensure we have long-term contracts in place with our PMI
partners that avoids co-termination of contractual arrangements.
We believe that continuing to invest in our well-placed portfolio
of hospitals provides a natural fit to the local requirements of all
the PMI providers long term.
We continue to invest in efficiency programmes to ensure that
we can offer the best combination of high-quality patient care
at competitive prices.
Since 2022, we have deployed national multi-media advertising
campaigns highlighting the key benefits of private healthcare
to increase our brand awareness.
We are strengthening our operational capability with further
enhancements to the website (content and functionality)
and call centre resilience and training.
We have adopted sophisticated pricing capability.
We are promoting patient financing as a payment option.
Risk appetite B
Risk movement: 2023 N/A 2024
Strategy key
Drive hospital
performance
Build on
quality
Invest in our
workforce
Champion
sustainability
Expand our
proposition
Deliver strong
financial performance
Spire Healthcare Group plc
Annual Report and Accounts 2024
69
Risk management and internal control continued
Link to strategy
3. Climate change
Executive owner(s): Chief financial officer
Risk description
Climate-related risks have been identified through the
enterprise risk management process. In 2023, we undertook
scenario analysis to identify our short-, medium- and long-term
risks from climate change.
Following the structure of the Taskforce on Climate-related
Financial Disclosures (TCFD), we face risks and opportunities
from the transition to a low carbon economy and physical risks
from a warming climate. This principal risk is an overarching
description of those individual risks that are described in greater
detail in our TCFD annual reporting.
We may, in the medium to long term, be indirectly at risk
from societal risks related to climate change, eg, food security.
Risk impact
Severe stormy weather has the potential to cause major damage
and disruption to our sites. Storm events raise the risk of floods
at our buildings due to rising external water levels. Our hospitals
would be badly affected by flooding should it occur, as water
ingress would affect medical equipment and risk the hygiene
of our premises and safety of our patients.
Extreme weather events will also disrupt our patients, staff,
and consultants’ ability to attend our facilities.
Prolonged spells of extreme ambient temperatures could lead
to an inability of existing critical Heating, Ventilation and Air
Conditioning (HVAC) systems to cope with required cooling and
potentially cause cancellation of procedures and operations.
Providing healthcare services is a relatively energy intensive
business. We are vulnerable to fluctuations in energy prices
driven by rising carbon costs imposed on power generators as
well as through increasing taxation at the point of consumption.
Risk mitigation
Flood risk mitigation includes a continued periodic review of our
estate in relation to existing and predicted flood risk zones and
investment in improved roofing and drainage where
vulnerabilities have been identified. None of our current sites
are situated in predicted high risk flood zones or in coastal areas
predicted to be at risk from rising sea levels.
Extreme ambient temperature risk mitigation includes an
informed investment plan for upgrade of failing and vulnerable
plant. Design of the replacement and upgrade would account for
the predicted increase in ambient temperature profiles expected
within the lifespan of the plant eg, 15 years. Further mitigation
measures include extreme weather warning protocol and
business continuity plans to provide emergency loan HVAC plant.
Energy price risk mitigation includes energy efficiency measures
to reduce consumption and our energy hedging strategy which
has seen all our current energy requirements secured until
December 2025.
Risk appetite B
Risk movement: 2023
2024
Strategy key
Drive hospital
performance
Build on
quality
Invest in our
workforce
Champion
sustainability
Expand our
proposition
Deliver strong
financial performance
Link to strategy
4. Cyber security
Executive owner(s): Chief operating officer/General counsel
Risk description
As a healthcare organisation, we must manage and maintain
a range of physical and digital data assets including patient
records, commercial information and staff data. Our intelligence
indicates that healthcare data remains highly valuable to
criminal and hostile state operators. There is a risk that:
– We will be subject to hostile and sophisticated cyber activity
against our IT systems and applications
– Supply chain cyber-attacks become more prevalent as a
means to gain unauthorised access to that organisation’s
systems or data
– We, and through our supply chain, do not respond effectively
to a cyber-attack
– Someone inside the company exploits a system to cause
damage or steal data.
– Phishing email attacks, the most common form of cyber-crime,
breach our defences
Risk impact
Our business could be disrupted if its information systems fail,
are breached, destroyed or damaged. Colleague and patient data
could be stolen or compromised. We could also be subject to
litigation by third parties and enforcement action from regulators.
A successful cyber-attack and a breach of data security could
result in:
– Material costs to recover operations
– Operational risk with IT services not being available
– Material financial penalties for breaches of data protection law
– Compensation for patients or staff if personal data is
compromised
– Reputational damage
– Stolen credentials (the most common cause of data breaches)
as a result of a successful phishing email attack being used for
data theft, financial losses, and reputational damage.
Risk mitigation
The data strategy, governance and security committee monitor
the risk and mitigations for cyber security. The committee
reports into the executive committee with a separate reporting
line to the audit and risk committee. To support this governance
structure, we have a range of policies and practices, and
mandatory staff training covering cyber security (more detail
on page 54).
Our IT team have a cyber-security strategy for continuous
improvement based on industry standards. It covers the
processes from identifying specific risks, to protecting physical
and digital data assets through to recovery in the event of
a successful cyber-attack.
We work with several industry-leading technical partners
to provide:
– Multiple layers of security controls providing advanced
detection and protection capabilities
– Regular third-party penetration testing on new and existing
IT systems
– Red-teaming exercises to attempt to access our systems using
a variety of real-world techniques
– Managed Security Operations Centre (SOC) to monitor,
analyse and respond to security threats 24x7
– Threat intelligence from a variety of external sources
– Varonis DatAlert system is in place for user behaviour analytics
that uses algorithms and machine learning to detect anomalies
in the behaviour of both users and devices
– Third party (Reliance) triage of colleagues reporting potential
phishing emails via the ‘Phish Alert’ button
– Enhanced detection of phishing emails via Microsoft Exchange
Online Protection (EOP)
– SAFE, Security Awareness For Everyone campaign advising
colleagues of threats to be aware of and preventative action
to take
Risk appetite B
Risk movement: 2023 N/A 2024
Spire Healthcare Group plc
Annual Report and Accounts 2024
70
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control continued
Link to strategy
5. Organisational transformation
Executive owner(s): Chief operating officer/Group people director
Risk description
There is a risk that the multi-year strategic transformation
programme to introduce greater digitalisation into patient
pathways and our back-office processes fails to deliver the
planned operational and financial benefits because we fail to
execute the programme in a way that engages our patients,
consultants and colleagues.
Risk impact
We may lose material operational and financial benefits
resulting in a lower profit margin than predicted. In the
worst-case scenario, we may harm existing processes
incurring additional cost to recover core business processes.
Risk mitigation
We have a range of mitigations in place:
– Governance – there is a programme hierarchy of project,
programme and steering board committees, which then
report into the executive and board committees
– Executive accountability – There is dual executive committee
representation on all programme boards, with best practice
project management processes in place including disciplined
stage gate reviews, lessons learnt reviews and comprehensive
risk and issue management
– Investment – We are investing in both communication
resource and expanding the Information Technology
Operating Model to ensure there is adequate resource to
support the technical aspects of the change programme
– Being kind – A set of established principles for those affected
by organisational change, including offering comprehensive
outplacement support and enhanced redundancy packages
Risk appetite B
Risk movement: 2023 N/A 2024
Strategy key
Drive hospital
performance
Build on
quality
Invest in our
workforce
Champion
sustainability
Expand our
proposition
Deliver strong
financial performance
Link to strategy
6. Digitalisation, automation and efficiency
Executive owner(s): Chief operating officer
Risk description
We are making substantial investment to digitalise our patient
experience as well as back-office processes. However, despite
our digitalisation programme there is a risk that:
– The digital environment evolves requiring us to readjust or
increase our investment to further retain or improve our
position in the market
– We do not deploy new technologies with the support and
training of our colleagues, thus undermining the potential
for efficiency gains
– Loss of IT and other team members because of the
competitive market for scarce talent which would hinder
our progress and/or increase costs of implementation
– There is a risk that a standardised approach to testing and
adoption to change practices is not consistent across the
deployed changes
Risk impact
We lose market share and fail to achieve operational excellence
which will ultimately impact our profit margin.
Risk mitigation
The digital strategy focuses on an 18-24 month planning horizon
to improve the predictability of investment and outcomes. This
enables us to adjust the priorities (through transparent visibility
and reporting), managing flexibility to investment and increase
speed of implementation, consider informed changes in
approach in response to changes in the macro climate and
competitive landscape.
We utilise best-practice programme governance, supported
by third-party experts, to deliver change programmes into
the business, coupled with the adoption of lean, agile change
methodology along with driving and adopting one-best way
eg patient support centres. In addition, we have initiated quality
assurance and assessment via a trusted independent partner.
In addition, we developed and introduced in 2024, a strategic
response and approach to the specific management of change
and implementation. This involved upskilling colleagues and
increasing the programme management structure to provide
the required standards of: impact assessment, colleague
engagement, training, adoption strategies and ensuring
accurate and effective embedding of new ways of working,
in order to maximise business opportunities and performance
improvements.
We use technology to enable early benefits’ realisation, for
example utilising process automation to release immediate
efficiencies and improvements to boost productivity and
further fund future investments for digitisation. Clinical Safety
and Standards will be involved in the input to design.
The digital strategy has built-in focus on appropriate levels of
innovation, coupled with external horizon scanning, to ensure
we are not behind the curve compared to competitors (current
or future).
Risk appetite B
Risk movement: 2023
2024
Spire Healthcare Group plc
Annual Report and Accounts 2024
71
Risk management and internal control continued
Link to strategy
7. NHS market dynamics
Executive owner(s): Chief commercial officer
Risk description
Historically, the levels of NHS referrals have been subject to
sudden and unpredictable changes dependent upon national
political priorities, or local NHS financial constraints. There
remains a risk of future volatility in NHS commissioning models.
Risk impact
Changes to NHS commissioning models, if adverse, could lead to
reduced access to patients, reduced tariffs adversely affecting
revenues and/or margins.
Risk mitigation
We apply a disciplined approach to what procedures we will
undertake for the NHS to optimise the balance of resource
utilisation and margin contribution.
We maintain diversification of revenue streams with self-pay,
PMI patients and new business streams.
We continue to invest in the capital base of our hospitals to
provide services needed by the NHS (eg diagnostics).
We continue to invest in efficiency programmes to ensure that
we can offer the best combination of high-quality patient care
with acceptable margins at NHS tariff prices.
We have a strategic partnership with the NHS and stand ready
to take on more NHS work, and we are actively engaged in the
2025/26 NHS Payment Scheme consultation (see page 19 for
more detail).
We have strong relationships with the Integrated Care Systems
(ICSs) and signed contracts with all ICSs.
Vita Health Group’s acquisition in 2023 gave us a new
opportunity to participate in the NHS tender market.
Risk appetite B
Risk movement: 2023 N/A 2024
Strategy key
Drive hospital
performance
Build on
quality
Invest in our
workforce
Champion
sustainability
Expand our
proposition
Deliver strong
financial performance
Link to strategy
8. Brand reputation
Executive owner(s): Chief commercial officer
Risk description
Our brand reputation is interconnected with other principal
risks, especially clinical quality and cyber security.
Our future growth depends upon our ability to maintain, and
continue to enhance, our reputation amongst patients, clinicians
and other stakeholders.
As our brand presence grows, the risk increases that adverse
events such as:
– Patient notifications and recalls
– Inquests
– Mishandling of patient data
– A breach of law or regulation
Risk impact
If we fail to protect or grow the brand it may harm our ability to:
– Maintain or grow income
– Attract and retain patients, colleagues and consultant
partners
– Win new contracts
– Raise capital at competitive rates
– Meet our regulatory obligations
Risk mitigation
Our primary mitigations against damage to our brand
reputation is through the good management of our principal
risks, in particular:
– Clinical quality and governance
– Cyber security
– Workforce
In addition, we continue to:
– Invest in the awareness and health of the brand through
national advertising, public relations and centrally coordinated
social media
– Build our reputation and enhance understanding among
analysts, public commentators, key stakeholders, public bodies
and parliamentarians
– Comprehensive crisis communications planning
Creating social value supports our brand reputation.
We contribute to social value through:
– Delivering good quality healthcare to patients who need
it the most
– Reducing waiting times for NHS patients through increasing
capacity
– Generating positive social impact for colleagues and
communities
– Community efforts to support local businesses and charities
– Environmental efforts to reduce our impact
– The onward value created by our apprenticeship programmes
Risk appetite B
Risk movement: 2023
2024
Spire Healthcare Group plc
Annual Report and Accounts 2024
72
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control continued
Strategy key
Drive hospital
performance
Build on
quality
Invest in our
workforce
Champion
sustainability
Expand our
proposition
Deliver strong
financial performance
Link to strategy
9. Government policy
Executive owner(s): Chief executive officer
Risk description
There is a general risk that the government’s economic,
public spending and employment policies could have an impact
on our sector.
The new government’s objective to address workplace absence
could provide a further opportunity for our occupational health,
mental health and muscular skeletal businesses which help to
get people back to work.
The impact of wage settlements in the public sector on our
ability to attract and retain healthcare workers, is captured
in our principal risk Inflation and Wage Inflation.
Risk impact
Changes in government policy for the NHS or broader fiscal
and spending policy, could materially affect our profitability.
Risk mitigation
We have a proactive strategy to establish and build relationships
with new government ministers and advisors in both the health
department and other related departments (eg Department for
Work and Pensions).
We seek to build relationships with our local MPs, and have
written to newly elected MPs, who cover our physical locations
across Great Britain to introduce them to Spire Healthcare and
build their understanding of what we do.
We are actively engaging with the Independent Healthcare
Providers Network (IHPN) to support IHPN’s input into the
Government’s 10-year NHS strategic plan.
Risk appetite B
Risk movement: 2023
2024
Link to strategy
10. Supply chain disruption
Executive owner(s): Chief financial officer
Risk description
Disruption in the global and UK supply chains because
of a variety of factors, could lead to shortages of critical
components or products within:
– Medicines
– Consumables
– Prostheses
– Food
– Green energy supply
– Medical gases
– Oil and gas
– Electronic components for medical equipment
Risk impact
Our hospitals are reliant on a wide range of products to be able
to conduct operations and procedures. Shortfalls in fulfilment
of fresh food orders for example, could result in hospitals having
to cancel inpatient operations and procedures.
We are heavily reliant on medical consumables, that in turn
are heavily reliant on the availability of plastics, to carry out even
the most basic procedures (eg, taking blood samples). Shortages
in raw materials or disruption in the supply chain from the
manufacturer could result in hospitals having to cancel
operations and procedures.
Risk mitigation
We run a centralised supply chain with a national distribution
centre (NDC) and its own vehicle and driver fleet. Medical
consumables are held at the NDC with an average of six
weeks’ supply; medicines and prostheses are being held
at hospital sites.
We must respond to product shortages and global recalls
consistently, and we have seen some minor shortfalls in order
fulfilment. In all cases, our centralised procurement function has
been able, with the support of a permanent presence from the
clinical team, to find alternative supplies to maintain hospitals’
activities.
Fresh food is supplied through a national food distributor which
has its own delivery fleet and directly employs its HGV drivers.
Order fulfilment has remained in the high ninety percentile. We
have contingency menu plans in case of fresh food shortages.
Any national shortages in critical medicines and medical gases
are managed by NHS Supply Chain. We receive allocations based
on our activity.
In light of recent geopolitical events, we are retesting our supply
chain resilience against a range of scenarios, having last done
that exercise in 2022-23.
Risk appetite L
Risk movement: 2023
2024
Spire Healthcare Group plc
Annual Report and Accounts 2024
73
Risk management and internal control continued
Strategy key
Drive hospital
performance
Build on
quality
Invest in our
workforce
Champion
sustainability
Expand our
proposition
Deliver strong
financial performance
Link to strategy
12. Clinical quality
Executive owner(s): Group medical director/Group clinical director
Risk description
There is a risk that we fail to maintain the high levels of clinical
quality required to meet our patients’ needs and expectations,
strategic objectives, and regulatory and legal requirements.
There are several reasons this could happen including:
– Increasing complexity of patient conditions and innovations
in treatments
– Changing regulatory environment
– Pressure to treat at the margin of our capability from long
waiting lists with patients with increased co-morbidities
– A failure to identify and embed learning from incidents
and excellence.
– The challenge of our scale and dispersed sites poses
to ensuring oversight and assurance
– Human factors in the delivery of processes by our teams
Risk impact
Reputational and financial loss could occur if we fail to maintain
high levels of clinical care from regulatory sanctions, patient
claims, a fall in patient volumes and adverse publicity.
Risk mitigation
We maintain the following core processes to monitor
clinical quality:
– Quality and safety reporting based on a quality assurance
framework with a standard set of KPIs
– A schedule of robust and regular internal hospital inspections
including the patient safety and quality reviews, with action
plans for improvement that is centrally monitored
– A schedule of excellence in care meetings with the group
clinical director and directors of clinical services to drive
assurance and accountability for standards of care
– Consistent reporting of clinical outcome and effectiveness
measures within the hospital and central meeting governance
structures (including medical advisory committee meetings)
to ensure that insights and learning are actioned and shared
These processes are underpinned by:
– A reporting culture of openness and shared learning from
ward-to-board, with a FTSU guardian at each site
– Timely incident reporting via a database with central oversight
and development of actions to ensure learning. We utilise the
new Patient Safety Incidence Response Framework (PSIRF)
introduced in 2024
– Continuous monitoring of patient experience via regular
surveys with policies and procedures in place to ensure
learning from patient experience feedback (including
detractors and complaints)
– Standard operating procedure for patient notification
exercises that includes learning and continuous improvement
methodologies
Clinical quality processes and controls are governed by the
executive’s safety, quality and risk committee and the board’s
clinical governance and safety committee (CGSC).
Risk appetite H
Risk movement: 2023
2024
Link to strategy
11. Major infrastructure failure
Executive owner(s): Chief operating officer
Risk description
There is a risk that there is a failure of national infrastructure, eg:
– The national electricity grid
– Import channels for our UK-based suppliers
– Fuel distribution
– Access to NHS
– Telecoms providers
The above risks are from a variety of causes including lack of
resilience in national infrastructure, cyber-attack, strike action,
terrorist activity, international geopolitical tensions, and action
by state governments wishing to harm the UK.
As international geopolitical events since 2022 with the invasion
of Ukraine have demonstrated, this risk can materialise
unexpectedly and rapidly.
Risk impact
Our hospitals are reliant on the provision of electricity from
the national grid. Main power outages result in the immediate
cancellation of procedures under general anaesthetic.
Failure of logistic channels is covered in supply chain failure risk.
In very rare cases, patients need to be transferred to the NHS
for further treatment and service level agreements (SLAs) are
in place with NHS bodies to facilitate this. If local NHS trust
hospitals are overburdened, or suffering strike action, there
could be delays in transferring patients.
Core IT services are increasingly reliant on ‘cloud’ infrastructure.
These services rely on connectivity from UK-based telecoms
providers.
Risk mitigation
We maintain the following controls to mitigate against a failure
of patient safety and clinical quality:
– All our hospitals have a backup power source provided from
diesel powered generators that operates major circuits of
a hospital, but some key equipment is not covered, eg, MRI
scanners. Battery powered uninterrupted power is provided
into specific equipment in theatres to ensure patients remain
safe in the event of a generator failure. These backup power
sources are designed to keep patients in the hospital safe
but are not a complete substitute for mains power
– Our national distribution fleet refuel daily at the end of their
shifts to ensure resilient operational capability
– NHS hospitals are obliged to provide emergency care to
everyone but their pressures on ambulance services can, and
do, lead to delays to emergency transfers on rare occasions.
Mitigation plans are in place and rehearsed at hospitals
– The chief operating officer chairs a regular multi-disciplinary
winter planning meeting to co-ordinate response activities
to any infrastructure failures
– The use of the Microsoft Azure ‘cloud’ platform for core Spire
IT services is split into multiple availability zones. Primary
Service is hosted in UK South (London) and Secondary Service
in UK West (Wales)
– Spire IT on-premise infrastructure is hosted in Telehouse
Docklands with resilient power, communications, monitoring
and cooling technologies
Risk appetite VL
Risk movement: 2023
2024
Spire Healthcare Group plc
Annual Report and Accounts 2024
74
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control continued
Strategy key
Drive hospital
performance
Build on
quality
Invest in our
workforce
Champion
sustainability
Expand our
proposition
Deliver strong
financial performance
Link to strategy
14. Workforce
Executive owner(s): Group people director, Group clinical director, Chief operating officer
Risk description
There is both a UK and global shortage of nursing and
healthcare practitioners. We compete for talent in the UK and
from international demand, and increasingly for non-clinical
roles in a candidate driven marketplace.
Our ability to attract and retain clinical and non-clinical
colleagues has been affected by the following:
– The cost-of-living increase impacting all our colleagues.
Those on the lower salary levels are more sensitive to
inflationary pressures and may move to marginally higher
payers, both within or outside of healthcare
– Increasingly, permanent colleagues are looking for more
flexibility in their work environment and work-life balance
– The candidate-driven market which impacts salary
expectations for key roles, and attraction of agency rates
– Growth of demand for healthcare services since the pandemic
– Revitalisation of the NHS and that it is exempt from the NI
increase
Risk impact
In the short term, the impact is on operating costs, either
through increased pay awards or the use of bank and agency
colleagues to fill resourcing gaps (for total colleague costs,
see note 9 to the financial statements in this report).
Over the long-term, wage inflation and resource scarcity could
result in a decline in our expected revenue growth. We could see
hiring and retention of staff challenging in comparison to the
NHS due to a higher tax bill.
Risk mitigation
We seek to retain colleagues through:
– A common purpose and a positive workplace culture (our
employee engagement score provides evidence that this
mitigation is effective)
– A standardised, fair and competitive pay and reward benefit
structure. In 2023, we announced a competitive pay award
that provided a 5.5% increase for most colleagues, and extra
to bring all colleagues up to the living wage, and in September
2024 a further 2.75%. We will continue to review pay
competitiveness in all the sectors in which we operate
– Our new reward framework for all permanent hospital (and
NDC) colleagues was implemented in Q4 2024 (see page 30).
– Offering greater flexibility in colleagues’ roles and contact
types
– Ensuring we have the right and relevant employee
development programmes, eg a nurse training programme
and other relevant apprentice schemes
– Retaining professional development (excellence programme)
– Continuous investment in our equipment, facilities and
services to retain high-quality clinicians and colleagues
Our risk mitigations have helped to produce a downward trend
in colleague churn rates with consistent reduction during 2024
(see page 31).
We seek to recruit colleagues through:
– A centralised recruitment process which we brought in-house
in 2023
– Offering apprenticeship programmes to support the
development of clinical and non-clinical teams across the
business
– Building of local bank colleague pools and using digital
solutions to improve access to available shifts
The group manages immediate colleague shortages using
agency and bank workers.
Risk appetite L
Risk movement: 2023
2024
Link to strategy
13. Expanding our proposition
Executive owner(s): Chief commercial officer
Risk description
There is a risk that:
– We will not be able to launch and scale new propositions or
services at sufficient pace to diversify and mitigate the risk
of disintermediation
– New digital healthcare services deliver lower margins and
therefore contribution compared to existing services
– In making new acquisitions we may fail to derive the expected
value from our acquisitions that will improve our return on
capital employed as well as diversify our service offering
Risk impact
We fail to grow the revenues, generate cash and provide a return
on investment to investors of the group in line with our five-year
strategic plan. We become disintermediated by new/specialist
service providers.
Risk mitigation
We have:
– An innovation board bringing together the CEO and executive
committee members of the medical, clinical, commercial and
finance functions to identify healthcare trends and
opportunities to develop new services
– A dedicated director of innovation and proposition
development sourcing specific opportunities to support
the group strategy, leading on development, supported with
dedicated IT and project resource
– A dedicated director sourcing suitable target acquisitions
supported by an expert external financial and tax adviser
– A property lead to handle the assessment and acquisition
of new physical assets with the support of retained
property advisers
– Acquisition due diligence processes using appropriate
third-party expertise
– Board review and approval of acquisitions
– Post-acquisition project management and integration
processes incorporating learnings from previous acquisitions
The acquisition of Vita Health Group has opened new
commercial opportunities for us, but importantly also improved
our mitigation of this risk.
Risk appetite L
Risk movement: 2023
2024
Spire Healthcare Group plc
Annual Report and Accounts 2024
75
Risk management and internal control continued
Link to strategy
16. Anti-microbial resistance (AMR)
Executive owner(s): Group medical director
Risk description
Antimicrobial resistance (AMR) is a global health and
development threat.
The World Health Organization has declared that AMR is one
of the top 10 global public health threats facing humanity.
Misuse and overuse of antimicrobials are the main drivers
in the development of drug-resistant pathogens.
The cost of AMR to the economy is significant. In addition to
death and disability, prolonged illness results in longer hospital
stays, the need for more expensive medicines and financial
challenges for those impacted.
Without effective antimicrobials, the success of modern
medicine in treating infections, including during major surgery
and cancer chemotherapy, would be at increased risk.
Source: World Health Organization
Risk impact
If AMR becomes prevalent in the UK, the ability for consultants
to carry out routine elective surgery could become too
dangerous. This would mean the current business model
of Spire Healthcare will become unviable.
New antibiotic costs may increase substantially.
Risk mitigation
Our mitigations are:
– Executive level awareness of the government’s five-year
AMR strategy
– Participation in, and collaboration with, government’s
monitoring of AMR outbreaks
– Requirement on clinicians to follow guidance in line with
government guidelines on the prescribing of antibiotics
– Access to up-to-date antimicrobial prescribing via online
systems and access to microbiologists at all sites
– Appropriate investigations of post-surgery infections
including review of antibiotics
Risk appetite L
Risk movement: 2023
2024
Strategy key
Drive hospital
performance
Build on
quality
Invest in our
workforce
Champion
sustainability
Expand our
proposition
Deliver strong
financial performance
Link to strategy
15. Data protection
Executive owner(s): Chief operating officer, General counsel
Risk description
As we continue to grow and acquire new businesses and services
it is imperative we manage external as well as internal risks
equally which could compromise physical and digital data assets.
The risk being personal data may not be managed in accordance
with the principles set out in the Data Protection Act 2018 and
the UK General Data Protection Regulations (UK GDPR) and the
expectations of data subjects as a result of:
– Human error
– Insider threats
– Third party and supply chain involvement in the processing
of personal data
Risk impact
If this risk were to materialise, then there could be an impact on
both data subjects and the business resulting in (among other
impacts) impact to care, identity fraud and discrimination as
well as reputational damage, enforcement action and financial
loss respectively.
Risk mitigation
The data strategy, governance and security committee is chaired
by the senior information risk owner and monitors the risks and
mitigations for data privacy and cyber security. The committee
reports into the executive committee with a separate reporting
line to the audit and risk committee (see page 54 for more detail).
The following are the most material controls to mitigate the risk
from materialising:
– In-house data protection officer reports into the group
general counsel, providing expertise and independence
as a second line assurance mechanism
– Dedicated governance platform for the management and
oversight of data subject’s rights requests
– Data Protection Impact Assessments (DPIA) to assess data
protection risks in the processing of data, and third-party
vendor
– Comprehensive data protection policies and procedures
– Mandatory staff training covering data protection and
cyber security
– Privacy lead in each hospital and clinic that provide the link
between local site and the central data protection team
– Internal incident reporting system for reporting and
managing data incidents used to identify trends and
learnings
– Quarterly data privacy key performance indicator
reporting into the data strategy, governance and security
working group
Risk appetite L
Risk movement: 2023 N/A 2024
Spire Healthcare Group plc
Annual Report and Accounts 2024
76
Governance report
Overview
Strategic report
Financial statements
Other information
Task force on climate-related financial disclosures (TCFD) report
The board makes its statement of compliance with TCFD disclosures as required by Listing Rule (UKLR 9.8.6(8)) below. By this we mean the four TCFD recommendations and eleven recommended disclosures set out in the table
below and in Figure 4 of Section C of the report entitled ‘Recommendations of the Task Force on Climate-related Financial Disclosures’ published in June 2017 by the TCFD and updated in the 2021 TCFD
Implementing Guidance (annex). The approach to building scenarios described on pages 78 to 80 for our scenario analysis follows the updated guidelines produced by the TCFD within their Guidance on Scenario Analysis for
Non-Financial Companies.
Governance
Strategy
Risk management
Metrics and targets
Disclose the organisation’s governance around climate-related
risks and opportunities.
Disclose the actual and potential impacts of climate-related
risks and opportunities on the organisation’s businesses,
strategy, and financial planning where such information
is material.
Disclose how the organisation identifies, assesses
and manages climate-related risks.
Disclose the metrics and targets used to assess and manage
relevant climate-related risks and opportunities where such
information is material.
Recommended disclosures
Status
Recommended disclosures
Status
Recommended disclosures
Status
Recommended disclosures
Status
a) Describe the board’s
oversight of climate-related
risks and opportunities.
– see page 78
a) Describe the climate-
related risks and opportunities
the organisation has
identified over the short,
medium, and long term.
– see page 78
a) Describe the organisation’s
processes for identifying and
assessing climate-related
risks.
– see page 81
a) Disclose the metrics used
by the organisation to assess
climate-related risks and
opportunities in line with
its strategy and risk
management process.
– see page 82
b) Describe management’s
role in assessing and
managing climate-related
risks and opportunities.
– see page 78
b) Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning.
– see page 80
b) Describe the organisation’s
processes for managing
climate-related risks.
–see page 81
b) Disclose Scope 1, Scope 2,
and, if appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the
related risks.
– see page 82
c) Describe the resilience of
the organisation’s strategy,
taking into consideration
different climate-related
scenarios, including a 2°C
or lower scenario.
– see page 81
c) Describe how processes for
identifying, assessing and
managing climate-related
risks are integrated into the
organisation’s overall risk
management.
– see page 82
c) Describe the targets used
by the organisation to manage
climate-related risks and
opportunities and
performance against targets.
– see page 82
Compliant
Partial compliance
Non-compliant
Spire Healthcare Group plc
Annual Report and Accounts 2024
77
Task force on climate-related financial disclosures (TCFD) report continued
Strategy
a) Climate-related risks and opportunities the organisation has identified over the short, medium
and long term
Time frames
The board recognises that climate-related risks and opportunities would emerge over very long time frames,
and well outside the normal five-year strategic planning horizon. Its review of going concern and viability
are conducted over 12 months, and three years respectively, from the date of the balance sheet. The board
conducts these reviews before publication of the interim and annual financial statements, and while they
model the impact of a near-term climate event in line with the principal risks, do not capture longer-term
impacts from climate change.
In 2023, we engaged WTW (formerly Willis Towers Watson) to consider:
a) transitional risks we may face in the scenario that by 2050, humanity has transitioned to a low carbon
economy such that the increase in global average temperatures is restricted to 1.5˚C above pre-industrial
times and
b) the physical impacts of climate change up to 2100 because the effects of climate change will be more
material over the longer time horizon.
WTW modelled the impacts to physical risks from climate change over the following time horizons:
– Short term – to 2030
– Medium term 2030-2050
– Long term 2050-2100
To quantify the impacts of the risks modelled in the physical and transitional risk scenarios, WTW used our risk
impact assessment criteria contained within our enterprise risk management policy to maintain consistency
with other risk categories as described in our principal risk section on pages 65 to 76. The outcomes of the
scenario analysis are described below. The scenario analysis covered all physical assets of our operations in our
ownership as at 1 January 2023, and therefore did not include the physical or transition risks of Vita Health Group
that we acquired in October 2023. We will rerun the scenario analysis in 2026 on our asset base at the time.
Governance
a) The board’s oversight of climate-related risks and opportunities
Our board has ultimate oversight of climate-related risks and opportunities facing us. It exercises that oversight
through:
– An annual review of our corporate strategy, that includes championing sustainability as one of its five pillars
as described on pages 21 to 37
– Review of major strategic climate and environmental-related initiatives as put to the board by the executive
committee in line with the corporate strategy eg, the environmental, social and governance strategy
explained on pages 38 to 54 and the net zero strategy as explained on pages 39 to 41
– Receiving reports from board sub-committees following their meetings, eg, the audit and risk committee
(ARC) that reviews the principal risks on behalf of the board and oversees our risk management processes,
that includes climate-related risks, as explained on pages 65 to 76
– Annual review of emerging risks with the executive management team through the ARC
As the board also retains the authority to approve all capital projects over £10 million under its delegated levels
of authority, in doing so, it reviews all major capital expenditure projects that affect sustainability.
b) Management’s role in assessing and managing climate-related risks and opportunities
The executive committee retains overall responsibility for assessing climate-related risks and opportunities.
The committee receives a quarterly report from the director of audit, risk and compliance on the principal
risks and the overall risk profile of the group prior to reporting to the ARC. It is through that assessment, in
conjunction with other management information, that the executive committee understands and acts on its
assessment of climate-related risks. The committee also reviews global trends for emerging risks on an annual
basis and submits a report to the ARC.
In 2023, we undertook a detailed scenario analysis exercise on our hospitals business based on future global
warming scenarios. We will repeat this scenario analysis in 2026. The outcomes provided us with a detailed
view of our potential physical and transitional risks from climate change. The outcomes are described in more
detail on page 79 to 80.
The executive committee communicates with the board through two main reports from the chief executive
officer and chief financial officer, and additional reports from the chief operating officer. The executive
committee also presents reports to the board through specific topics that are on the agenda for the board.
In 2023, we established a sustainability committee chaired by the chief financial officer. The sustainability
committee’s remit is to oversee, review and recommend changes to Spire Healthcare’s sustainability-related
goals, objectives, commitments and key performance indicators and monitor the Group’s progress against
the same, including in relation to climate risks and opportunities.
The committee is composed of members of the executive committee and senior management and met four
times in 2024.
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Governance report
Overview
Strategic report
Financial statements
Other information
Task force on climate-related financial disclosures (TCFD) report continued
Current climate/low emissions scenario RCP2.6 (1.5˚C) by 2030
Risk title
Potential impact(s)
Heat stress
Impact: negligible
Currently all of our facilities are exposed to very low heat stress risk seeing less than five heatwave days
each year with temperature more than 30°C. Some of our hospitals are vulnerable to overheating and
air conditioning (AC) failure , especially in the south. As we have a rolling programme to upgrade
end-of-life AC systems within our capital expenditure plans, there is no material impact on our business
model.
Drought
Impact: negligible
Our facilities depend on a stable supply of water from the mains water network to maintain safe
patient care.
Overall, there is very low or low exposure across our facilities, with less than three months of drought
duration per year, even in the south.
Flooding
(all types)
Impact: negligible
Flooding of our facility would necessitate partial or complete closure of the site until any cleanup and
repairs are completed to enable safe patient care to resume. Most of our assets (96%) between 2023
and 2030, are at very low risk for river flooding.
Our property portfolio has low exposure to heavy rainfall and potential flash floods in this time period.
The average annual modelled losses from river flood are negligible. In severe years it could be more
significant but even then, still negligible. Most of the financial impact is associated with property
damage rather than loss of revenue.
Windstorm
Impact: negligible
All our facilities in the UK are in stormy regions, with 1% annual chance of having severe wind gusts of
over 121km/h between 2023 and 2030, with seven locations at risk of higher winds of 161-200km/h due
to extratropical cyclone. Property damage from windstorm could result in partial or full closure of a site
until repairs are completed to allow for safe operation of the site.
Most of the financial impact is associated with property damage rather than loss of revenue.
Relative importance of physical risks and transitional risks to the business
Physical risks
From a climate change perspective, we consider our operations as one business unit because all of our
operations are within the UK, and similar in nature. The scenario analysis to assess the physical risks covered
the following chronic and acute climate risks:
Chronic climate risks assessed
Acute climate risks assessed
– Heat-stress
– Chronic drought-stress
– Sea level rise
– Chronic precipitation-stress
– Fire weather
– Windstorm
– Tornado
– River flood
– Flash flood
– Coastal flood
– Hailstorm
– Lightning
– Wildfire
We provide commentary on the four most material physical risks associated with climate change below.
The modelled outcomes of all the other risks above, but not described below, were immaterial. WTW’s
methodology input:
– the specific geographical locations of all our sites
– data concerning the building (eg number of storeys, building materials)
– insurance valuation
– revenue derived from each specific physical location, where that information was available
– historical business interruptions
The physical risk assessment relied on the use of WTW’s climate diagnostic model, which uses underlying
climate data provided by Munich Re’s climate change hazard layers. The layers utilise data from the European
Centre for Medium-Range Weather Forecasts (ECMWF), UKCP18, JBA Global Flood Model and the Met Office
in the UK. The flood model provides a view of the risk based on an underlying digital terrain model, which
provides a robust view of buildings and physical assets being exposed.
We modelled climate scenarios and corresponding average global warming based on the Inter-Governmental
Panel for Climate Change’s Representative Concentration Pathways (RCP) scenarios:
– RCP2.6 (1.5°C)
– RCP4.5 (2-3°C)
– RCP8.5 (4°C+)
We report the outcomes of the scenario analysis using by the forecast impact for:
– Low emissions (RCP2.6 + 1.5°C) over the short term (to 2030) because there are no material differences
in that time frame between the scenarios, and
– High emissions (RCP8.5 +4°C) over the medium term (to 2050) to illustrate the worst-case outcomes
We acknowledge that these risk modelled will have an increasing impact over the long term (2050-2100) in the
high emissions scenario (RCP8.5), but have not reported them here given the increased uncertainty as to what
will be the most likely scenario and risk impacts for these very long-term time frames.
Spire Healthcare Group plc
Annual Report and Accounts 2024
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Task force on climate-related financial disclosures (TCFD) report continued
Impact on climate-related risk and opportunities on the financial statements
We have not identified any climate-related risks or opportunities that would have a material impact on the
carrying values of the assets or liabilities of the group, and therefore we have not adjusted financial balances
for climate-related risks or opportunities in our balance sheet as of 31 December 2024.
Opportunities
We have an opportunity to turn some of the risks to opportunities, especially by communicating our
environmental credentials more prominently, including our carbon reduction strategy, as a differentiator
in the independent healthcare sector.
There are predictions that climate change disruptions will result in increased respiratory and cardiovascular
disease, injuries and illness related to extreme weather events, changes in the prevalence and geographical
distribution of food and water-borne illnesses and other infectious diseases, and threats to mental health.
To support the UK to prepare for the health impacts of climate change, we continue to adapt and deliver
quality healthcare services that meet changing needs in the market.
b) Impact of climate-related risks and opportunities on our businesses, strategy and financial planning
Financial impact of climate change risks and opportunities
We have focused on the near-term financial impacts for the purposes of the going concern and viability
modelling. The outcomes of that modelling are reported in the statement on viability on page 83. We have
previously announced that the net zero strategy represents a cash investment of £16 million up to 2030. In
2023, we invested £10.2 million of additional capital spend for 2024 to fund installations of PV solar panels
(with an install capacity of 4.8m kWh/year) and building management systems across our estate. The projects
are materially complete.
Following the outcome of our scenario analysis as discussed above, in our five-year strategic plan, other than
the allocation of capital to the net zero strategy, and except for energy costs or potential losses from major
disruption from an adverse weather event as modelled in our viability testing, we do not consider that other
climate-related risks and opportunities will have a material impact on our revenues, operating costs,
acquisitions, divestments and access to capital over that time horizon. In relation to energy costs, we have
energy price hedging in place until December 2025 and partially for 2026. Thereafter, we are exposed to future
energy prices. In terms of purchasing Renewable Energy Guarantees of Origin, we monitor market conditions
and if the cost premium reduces we will consider adoption, and in any event we will adopt by Jan 2030.
We have highlighted in the risk analysis above where over the medium term (2030-2050) and in the high
emissions scenario, our business model may need to respond to changing climatic conditions.
High emissions scenario RCP8.5 (+4˚C) by 2050
Risk title
Potential impact(s)
Heat stress
Impact: negligible
to minor
By 2050, heat stress develops to low risk for 55 facilities, with 5-20 heatwave days in a year, and 39
assets are likely to have a very low risk exposure.
This trend could mean an increase in the cost of cooling of hospitals and clinics, and more disruptions
to operations.
The number of material incidents could increase up to five times compared with the 2022 heatwave
including AC failure, overheating including operating theatres, drug storage issues, patient and colleague
illness and more potential closures. This could impact our long-term business model (beyond 2030)
with a need to invest in additional methods for cooling patient and colleague areas within our facilities,
especially in the south, not currently covered by existing AC systems.
Drought
Impact: minor to
moderate
There will likely be an increase in our exposure under this scenario by 2050.
Forty-six facilities could become exposed to moderate stress (three to four months of drought per year),
whilst 34 facilities could be exposed to low risk and 14 facilities exposed to very low risk of drought
stress. The potential adverse consequences to our business include reduced water availability and other
utilities and operations relying on water. This may require additional investment between 2030-2050
in back-up water supplies for some specific sites in the south if the national water network does not
become more resilient to drought.
Flooding
(all types)
Impact: negligible
The number of exposed locations will not change substantially by 2050 but changes in the frequency of
flood events is likely. Three facilities could be very highly exposed and one facility moderately exposed.
By 2050 what is considered today to be a severe 200-year event could happen more frequently (ie one in
100 years). In a severe one in 100 future event, losses could be five times that of our current risk, but the
risk still remains within the negligible impact range. To maintain current operations, additional flood
protections may be required for those specific locations most at risk between 2030-2050 under this
emissions scenario.
Windstorm
Impact: negligible
The frequency and/or severity of windstorms (extratropical cyclones) are likely to be similar to current
climate conditions for our locations of assets under this scenario and time frame.
Therefore, the average annual modelled damages for both property damage and business interruption
stay in the same impact range. The modelled outcome from windstorm suggests there is no impact on
our current business model.
Transitional risks
In the transition to a low carbon economy by 2050, the assessment of transition risks assumes nation states
adopt highly ambitious goals to dramatically reduce the impact of climate change. In line with our enterprise
risk management methodology, we identified and quantified 12 transition risks in the categories
recommended by the TCFD (being policies and legal risks, technology risks, market risks and opportunities,
and reputational risks and opportunities). Only one risk concerning price fluctuations for the purchase of green
energy is an immediate risk. We have taken the decision to purchase non-designated renewable energy ‘brown’
energy and delay the reduction in our carbon emissions until the ‘green’ energy market stabilises. We believe
the other transitional risks and opportunities identified are currently immaterial but we will continue to
monitor those remaining transitional risks.
Spire Healthcare Group plc
Annual Report and Accounts 2024
80
Governance report
Overview
Strategic report
Financial statements
Other information
Task force on climate-related financial disclosures (TCFD) report continued
b) Our processes for managing climate-related risks
On pages 32-34 and 39-44, we describe the governance of climate-related risks and opportunities including
the role the sustainability committee will have going forward. Our governance structure results in four levels
of management of our climate-related risks and opportunities depending on the materiality of the activity
as shown in the figure below.
Board
Strategic direction, including approval of large-scale investment programmes
reserved as a matter for the board
Executive committee (with specific delegated responsibilities to the sustainability committee)
Determination of strategic direction and large-scale investment, approval of tactical investments
Functional leadership
Group-wide tactical management
Site level leadership
Local strategies and tactical implementation
The structure shown above reflects the type of actions we have taken to manage our climate-related risks,
for example:
– Major strategic initiatives sponsored by the board, eg, the net zero strategy
– The pragmatic management of risk assessed and prioritised activities such as the replacement of ageing
heating, ventilation, air conditioning (HVAC) systems, the installation of energy saving technologies from
new building management software, solar panels and energy efficient lighting led by functional leadership
reporting into the executive committee
– Local carbon champions working with their local leadership teams have developed site specific action plans
that have been fundamental in making site level changes that are saving energy, reducing CO2 emissions
and improving waste disposal on a daily basis
Other impacts on our business, strategy and financial planning
Our net zero strategy does not rely on unproven technology. Details of the net zero strategy are in the
sustainability section on pages 39 to 41.
There has been no significant change in 2024 to our approach of identifying climate-related risks
and opportunities, or our mitigation strategies against the risks we have identified. The process of
risk management is described on pages 65 to 68. We will continue to review our mitigations through:
– Our normal risk management process
– Taking advantage of opportunities as we identify them, and they arise
c) Resilience of our hospitals business strategy, including a 2°C or lower scenario
As described above, against the specific modelled risks, the outcomes indicate that our physical asset base,
being largely low-rise buildings and away from flood plains around England, Scotland and Wales, is relatively
well protected from projected adverse climate scenarios. We consider heat stress to be the most significant
near-term risk with drought becoming an increased risk in the RCP8.5 (4°C+) scenario.
We assessed our exposure to transitional risks which, except for energy prices, we assess as negligible now.
However, changes in the regulatory or legal environment, may materially change that assessment at short
notice. Our business strategy to mitigate energy price fluctuations is to a) continue to invest in energy
reduction measures, b) buy forward and fix prices for at least the full financial year ahead of the current
financial year. Our overall business strategy, we believe, is resilient to the identified transitional risks because
of their limited impact as we assess them now.
We therefore believe that our hospitals business model, of providing high-quality physical assets for third
party consultants to use for the treatment of patients in the UK, remains resilient to our identified climate
change risks.
Risk management
a) Our processes for identifying and assessing climate-related risks
On pages 65 to 68 we describe our risk management process and its governance. We use the same process
to identify and assess climate-related risks augmented by specific deeper dive risk assessments where
appropriate. The relative importance of climate-related risks is established through the same method of
estimating the range of potential impacts and the likelihood. As risk management is looking to the future,
there is always a degree of uncertainty over probability and impact measures, especially with climate change,
given the climate is dynamic and the changes are complex to model. Page 66 shows the relative importance
we judge climate change risk to have compared to other principal risks. We have set out on page 79 and 80
what we believe are the climate-related risks that are specific to our circumstances.
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Annual Report and Accounts 2024
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Task force on climate-related financial disclosures (TCFD) report continued
b) Our Scope 1, Scope 2 and Scope 3 greenhouse gas (GHG) emissions, and their related risks
We disclose our GHG emissions, methodology and footprint boundary on page 39 to 41 in accordance with the
methodology set out in the UK government’s Environmental Reporting Guidelines 2019. For 2024, we set out
our full GHG emissions data with 2023 comparisons.
There has been no change to the methodology applied to calculate our Scope 1 and 2 emissions in 2024. As we
use an independent third party to calculate our emissions and none of our emissions data is based on estimated
activity data, we believe the risk of material error in our data is low. We assess Scope 3 emissions to be material
to our operations. On page 39, we set out our estimated Scope 3 emissions for 2023 and 2024, and describe the
methodology by which each category has been calculated on page 40. As categories 1 and 2 (being the most
material of our scope 3 emissions) are calculated on spend data, they are 100% estimated and therefore carry
more risk of error. Last year we disclosed our 2022 estimated Scope 3 GHG emissions, the first we had calculated
using a desktop methodology, with a total of 462,710tCO2e. That indicated to us that our Scope 3 emissions
will be material. As explained on page 39, this has led us to undertake a more comprehensive calculation
of our Scope 3 emissions and include them in our total GHG emissions data going forward.
We express our energy intensity ratio as a tCO2e per £m revenue. This ratio provides a consistent year-on-year
basis to measure the energy required to deliver our operational activities. We now will track our change in
intensity ratio against our full GHG footprint as disclosed on page 40 for 2023 and 2024.
c) Our targets to manage climate-related risks and opportunities and performance against targets
The net zero target is measured as net zero CO2e (carbon dioxide equivalent) emissions, ie that CO2e emissions,
taking 2019 as our baseline, will be fully mitigated or offset. Our performance for 2024 is reported on pages 39
to 40.
As we set out on page 39, considering our 2024 performance, the cost of REGOs and degasification of heating
systems, and the evolving emissions reporting sphere, we have created a new interim target for 2025 to allow
us time to assess the risks and mitigations to the profile of how we achieve net zero by 2030. If we change the
profile of our net zero plan to 2030, we will also need to review our transitional risks as a different profile may
impact transition risks.
The Remuneration Committee has debated the inclusion of ‘Environmental’ related metrics in incentive plans
and whilst this is not included explicitly, these are inherent in our strategy and also help drive the quality
metrics which are part of the incentive plans.
c) How processes for identifying, assessing, and managing climate-related risks are integrated into our
overall risk management
As the responsibility for identifying and managing risks, including climate-related risks, as set out on pages
65 to 68 is with the board, the executive committee (via the sustainability committee) and then through
functional and local leadership, management of climate-related risks is entirely integrated into our normal
management processes. We have not built a separate management process to manage climate change related
risks and opportunities.
While various committees look at specific aspects of climate-related risks as described on page 81, reporting
on the sustainability pillar of the corporate strategy is embedded in KPI reporting with all other strategic KPIs.
From there, the identification, assessment and management of more detailed climate-related risk management
activity is embedded within our established management systems, whether that be the recording of specific
risk assessments within our risk management system, or the review and decision-making by established
committees and local management teams.
Metrics and targets
a) Our metrics used to assess climate-related risks and opportunities
In our risk management process, we assess all risks against a range of impacts including financial, reputational
and patient safety, amongst others.
In relation to climate change, the main strategic risk and opportunity for which we have developed is the
decarbonisation of our operations in line with our net zero strategy. We use the following metrics to track
progress towards achieving our net zero targets:
– Gas and electricity consumption against targets plus associated scope 1 and 2 carbon emissions twice yearly
– Carbon intensity against revenue annually
– Electricity generated by solar PV annually
– Waste to landfill/energy-from-waste/recycling
– Water consumption
– Financial losses due to climate-related incidents
We do not anticipate carbon credit pricing to impact our net zero strategy until 2030 when we plan to offset
the residual unmitigated emissions.
We have separate metrics to measure our performance of waste management. Our metrics are described
on page 42.
Against the risks that have been identified through our physical and transitional scenario analysis, we have
developed further metrics in 2024 to monitor the likelihood and impact of the most material emerging risks
(ie heat stress, drought, flooding and windstorm damage) and energy pricing.
We do not consider the use of internal carbon pricing is of any practical use as all our operations are in the UK,
of a uniform nature and individual sites are charged for their actual energy consumption as the energy usage
is metered.
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82
Governance report
Overview
Strategic report
Financial statements
Other information
Compliance statements
Viability
Assessment of prospects
In accordance with the 2018 UK Corporate Governance Code, the directors assessed the viability of the group
and have maintained a period of three years for their assessment. Although longer periods are used when
making significant strategic decisions, three years has been used as it is considered the longest period of time
over which suitable certainty for key assumptions in the current climate can be made. The assessment
conducted considered the group’s current financial position and forecasted revenue, EBITDA, cash flows, risk
management controls and loan covenants over the three-year period (which is consistent with the approach
for prior years, with the exception of capital structure due to refinancing).
Assessment of viability
Further detail on both macroeconomic-related risk is provided in the risk management and internal control
section on pages 65 to 76.
Other specific scenarios covered by our testing were as follows:
– The group is subject to temporary suspension of trade, with a temporary adverse impact on revenue,
for example, as a result of a successful cyber-attack on key business systems
– The downside modelling of a number of risks which result in a decline in earnings, including the loss
of a contractual relationship with a key insurer
– Significant change in government policy resulting in consultants going on payroll
– Short-term disruption to trade at a sub-set of hospitals owing to an extreme weather event
Management’s approach also included testing for a specific combination of these risks. This testing entailed
modelling for the potential impact if, although considered highly remote, the three risks which are individually
plausible were to take place in combination.
This review included the following key assumptions:
– The group’s senior finance facility and revolving credit facility which mature in February 2027 are refinanced
to cover the three-year period. We have commenced the process to refinance our facilities and are confident
that the facilities will be re-financed and will be in place for the three-year period. In the unlikely event that
financing is not obtained, the Group has an extensive freehold property portfolio which could be accessed
through sale and leaseback to provide the funding required, and
– The government will not make significant change to its existing policy towards utilising private provision
of healthcare services to supplement the NHS
Based on the results of this analysis, the directors confirm that they have a reasonable expectation that the
group will be able to continue in operation and meet its liabilities as they fall due over the next three years.
Going concern
The group has undertaken extensive activity to identify plausible risks which may arise and mitigating actions.
Further information on these is provided in the section on viability above. Based on the current assessment of
the likelihood of these risks arising by 30 June 2026, together with their assessment of the planned mitigating
actions being successful, the directors have concluded that it is appropriate to prepare the accounts on a going
concern basis. See note 2 – Basis of Preparation in the Financial Statements for more detail.
Non-financial and sustainability information statement
The Companies Act 2006 requires the company to disclose certain non-financial and sustainability reporting
information within the annual report and accounts. Accordingly, the disclosures required in the company’s
non-financial information and sustainability statement can be found on the following pages in the strategic
report (or are incorporated into the strategic report by reference for these purposes from the pages noted):
– Information on our employees (page 29-31)
– Information on diversity (pages 30 and 46-48)
– Information on our anti-bribery and corruption policy (page 34)
– Information on our approach to raising concerns (whistleblowing) and Freedom to Speak Up
(pages 16, 27, 29, 52, 53, 68, 74, 96, 103, 116)
– Information on our approach to human rights (page 53)
– Information on social matters (pages 45 to 50)
– Information on our environment policy (pages 39 to 44)
– Information on our climate-related financial disclosures in line with The Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022 (pages 77 to 82)
Section 172 (1) statement
The directors are required to act in a way they consider, in good faith, would most likely promote the success of
the company for the benefit of its members as a whole, taking into account the factors as listed in section 172
of the Companies Act 2006.
Details of how the directors have had regard to their section 172 duty can be found throughout the strategic
and governance reports. We set out on pages 55 to 61, details of who we consider to be our main stakeholders,
how we have engaged with them during the year and the outcomes of the process. Further details on how the
directors’ duties are discharged and the oversight of these duties are included in the governance section on
pages 90 to 100. The principal decisions of the board during the year are shown on page 91.
Spire Healthcare Group plc
Annual Report and Accounts 2024
83
Chief financial officer’s review
Good financial performance
in a dynamic environment
We intend to target £80 million in cumulative cost
savings by the end of 2026, of which at least
£30 million new savings will be targeted in 2025.
Group adjusted EBITDA was £260.0 million, up 11.1%
year on year (9.0% on a comparable basis). Hospitals
adjusted EBITDA was £249.7 million and showed
good EBITDA margin progress, up 40 bps to 18.0%,
delivered through price and acuity benefits, and
transformation efficiencies.
Primary care services generated EBITDA of
£10.3 million, with a very strong expansion in EBITDA
margin to 8.5%. EBITDA margins are intrinsically lower
than the hospital business given they include a
number of younger maturity services such as Spire
Clinics and London Doctors Clinic. Over time, we
expect these margins to increase significantly through
a combination of building scale and maturity.
We have delivered an improvement in returns,
with ROCE growing from 7.5% to 8.2%. Total capital
expenditure was £112.1 million; we deployed a
greater proportion of our budget towards driving
growth and efficiency. Investment of £40.0 million
was deployed towards growth, including the addition
of a minor operations unit at Spire Claremont, five
new MRIs, significant investment in solar energy, as
well as digitalisation. The remainder was dedicated
to maintenance of our estate and IT infrastructure
enhancement. We also deployed growth investment
towards a primary care expansion strategy, including
opening Spire Clinics in Abergele, Harrogate and
Norwich.
Net bank debt at the end of the year was
£325.9 million, with a cash balance of £41.2 million.
Net bank debt / adjusted EBITDA covenant ratio
declined to 2.0x.
Looking ahead to 2025, we are confident in delivering
revenue growth, driven by both our hospitals and
the increasing demand for primary care. We expect
earnings to be ahead of last year, despite the impact
of national insurance, national minimum wage and
energy costs.
Harbant Samra
Chief Financial Officer
Dear shareholder,
I am pleased to report that Spire Healthcare delivered
good financial and operational performance during
2024 and achieved guidance on all core measures.
Group revenue was up 11.2% to £1,511.2 million
from £1,359.0 million (up 6.2% on a comparable
basis), driven by the demand for private healthcare
and our expansion into primary care services.
Hospitals delivered increased revenue of 4.7% year on
year to £1,390.2 million (5.5% on a comparable basis).
This includes 1.9% growth in admissions and
outpatient procedures, and strong growth in
admissions average revenue per case which was up
4.2% through our focus on higher acuity procedures.
NHS activity was ahead of our expectations, with
revenue up 7.7%, due to a focus on higher margin
orthopaedic services (up 8.8% on a comparable basis).
Private grew 3.7% (4.3% on a comparable basis), with
strong volume and pricing in PMI and moderating
volumes in self-pay, where we continue to see
patients switching to PMI. Primary care services
revenue was £121.0 million in 2024. Vita Health
Group performed ahead of expectations, delivering
£107.4 million in revenue.
We responded well to the dynamic external
environment, including an evolving payor mix and
increased energy costs, through acceleration of our
cost savings programme, optimising acuity mix and
self-pay pricing changes.
As a people business, investment in our workforce is
critical to the health of Spire Healthcare and delivering
good patient outcomes. People costs, including
clinical and non-clinical staff, represent more than
40% of our Group cost base. We supported eligible
Hospital colleagues with an above inflation salary
increase during the year, implemented a new Hospital
Rewards Framework and once again broadened our
apprenticeship programme. We believe these efforts
have helped us to achieve record levels of permanent
employment, high retention, and a reduction in
clinical turnover rates to an all-time low of 11.5%.
A significant focus area is our cost savings programme,
which delivered ahead of plan, saving over
£20.0 million. Key cost-saving initiatives included the
refinement of best practice staffing establishment
models for hospitals, centralisation of certain
administration functions and procurement savings.
We have delivered good
financial results. The business
has responded well to the
dynamic environment and
met guidance across all
core measures.”
Harbant Samra
Chief Financial Officer
Spire Healthcare Group plc
Annual Report and Accounts 2024
84
Governance report
Overview
Strategic report
Financial statements
Other information
Chief financial officer’s review continued
NHS activity was ahead of our expectations, with revenue up 7.7%, due to a focus on higher margin
orthopaedic services, up 8.8% on a comparable basis. Private grew 3.7%, 4.3% on a comparable basis,
with strong volume and pricing in PMI and moderating volumes in self-pay where we continue to see patients
switching to PMI. Primary care includes Vita Health Group (VHG), which was acquired at the end of 2023 and
represents the majority of the business line. VHG is the largest independent NHS talking therapies provider and
delivers musculoskeletal (physio) and dermatology services. Primary care services revenue was £121.0 million
in 2024. Vita Health Group performed ahead of expectations, delivering £107.4 million in revenue.
Primary care also includes our private GP services delivered through the London Doctors Clinic (LDC), Spire
Occupational Health services and our recently opened Spire Clinics which are focused on outpatient treatment,
diagnostics and act as referral centres to our hospitals. As our broader healthcare offering continues to be
developed, income from this area will become increasingly material to the group’s performance.
Revenue by location and payor
2024
2023
Variance %
(2024-2023)
(£m)
Hospitals
Business
Primary Care
Total
Hospitals
Business
Primary Care
Total
Hospitals
Business
Primary Care
Total
Total revenue
1,390.2
121.0
1,511.2
1,327.6
31.4
1,359.0
4.7%
NM*
11.2%
Of which:
Inpatient
548.0
–
548.0
535.5
–
535.5
2.3%
NM*
2.3%
Daycase
426.6
0.6
427.2
399.9
–
399.9
6.7%
NM*
6.8%
Outpatient
388.1
120.2
508.3
365.4
31.4
396.8
6.2%
NM*
28.1%
Other
27.5
0.2
27.7
26.8
–
26.8
2.6%
NM*
3.4%
Total revenue
1,390.2
121.0
1,511.2
1,327.6
31.4
1,359.0
4.7%
NM*
11.2%
Of which:
PMI
662.4
1.6
664.0
615.7
0.8
616.5
7.6%
NM*
7.7%
Self-pay
332.9
8.0
340.9
344.0
7.8
351.8
(3.2%)
2.6%
(3.1%)
Total private
995.3
9.6
1,004.9
959.7
8.6
968.3
3.7%
11.6%
3.8%
Total NHS
367.4
80.8
448.2
341.1
14.9
356.0
7.7%
NM*
25.9%
Other
27.5
30.6
58.1
26.8
7.9
34.7
2.6%
NM*
67.4%
Total revenue
1,390.2
121.0
1,511.2
1,327.6
31.4
1,359.0
4.7%
NM*
11.2%
* Not meaningful due to the VHG acquisition in October 2023
Hospitals Business Revenue on comparable basis (adjusted for the effect of Tunbridge Wells)
2024
2023
Variance %
(2024-2023)
(£m)
Hospitals
Business
adjusted for
the effect of
Tunbridge
wells
Tunbridge
wells
Hospitals
Business
Hospitals
Business
adjusted for
the effect of
Tunbridge
wells
Tunbridge
wells
Hospitals
Business
Hospitals
Business
adjusted for
the effect of
Tunbridge
wells
Tunbridge
wells
Hospitals
Business
Total revenue
1,386.5
3.7
1,390.2
1,314.8
12.8
1,327.6
5.5%
NM*
4.7%
Selected financial information
Year ended 31 December 2024
Year ended 31 December 2023
(£m)
Total before
Adjusting
items
Adjusting
items
(note 9)
Total
Total before
Adjusting
items
Adjusting
items
(note 9)
Total
Revenue
1,511.2
–
1,511.2
1,359.0
–
1,359.0
Cost of sales
(827.6)
–
(827.6)
(734.8)
–
(734.8)
Gross profit
683.6
–
683.6
624.2
–
624.2
Other operating costs
(542.3)
(16.4)
(558.7)
(497.4)
(6.7)
(504.1)
Other income
8.1
4.5
12.6
3.6
2.5
6.1
Operating profit (EBIT)
149.4
(11.9)
137.5
130.4
(4.2)
126.2
Finance income
0.7
–
0.7
1.4
–
1.4
Net finance costs
(99.9)
–
(99.9)
(93.0)
–
(93.0)
Profit before taxation
50.2
(11.9)
38.3
38.8
(4.2)
34.6
Taxation
(14.1)
1.8
(12.3)
(6.4)
(0.3)
(6.7)
Profit for the period
36.1
(10.1)
26.0
32.4
(4.5)
27.9
Profit/(loss) for the year attributable
to owners of the Parent
35.5
(10.1)
25.4
31.8
(4.5)
27.3
Profit for the year attributable
to non-controlling interest
0.6
–
0.6
0.6
–
0.6
Adjusted EBITDA(1)
260.0
234.0
Basic earnings per share, pence
6.3
6.8
Adjusted FCF(2)
39.0
48.0
Net cash from operating activities
235.7
215.5
Net bank debt(3)
325.9
315.7
1. Adjusted EBITDA is calculated as Operating Profit, adjusted to add back depreciation, amortisation and adjusting items, referred
to hereafter as ‘Adjusted EBITDA’. For EBITDA for covenant purposes, refer to note 23.
2. Adjusted FCF (Free Cash Flow) is calculated as Adjusted EBITDA, less rent, capital expenditure cash flows and changes in working capital
after adjusting for one-off items which are not related to the normal trading activity of the business. Rent cash flows are defined as
interest on, and payment of, lease liabilities. Capital expenditure cash flows are defined as the purchase of property, plant and
equipment.
3. Net bank debt is defined as bank borrowings less cash and cash equivalents.
Revenue
Group revenue was up 11.2% to £1,511.2 million from 1,359.0 million, up 6.2% on a comparable basis, driven
by the demand for private healthcare and our expansion into primary care services.
Hospitals delivered increased revenue of 4.7% year on year to £1,390.2 million, 5.5% on a comparable basis.
This includes 1.3% growth in admissions and outpatient procedures, 1.9% on a comparable basis, and strong
growth in admissions average revenue per case which was up 4.4% as a result of our focus on higher acuity
procedures, 4.2% on a comparable basis.
Spire Healthcare Group plc
Annual Report and Accounts 2024
85
Chief financial officer’s review continued
Primary Care
Year ended 31 December 2024
Year ended 31 December 2023
£m
% of revenue
£m
% of revenue
Clinical staff
73.9
61.1%
18.2
58.0%
Direct costs
3.7
3.1%
0.7
2.2%
Medical fees
1.6
1.3%
1.6
5.1%
Cost of sales
79.2
65.5%
20.5
65.3%
Gross profit
41.8
34.5%
10.9
34.7%
Other operating costs
For the Hospitals business other operating costs, excluding adjusting items have increased by £25.4 million,
or 5.2% to £511.1 million (2023: £485.7 million). The main driver is increased central and non-clinical staff costs
due to continued wage rate expansion and other inflationary pressures. Depreciation for the year was £106.4
million (2023: £102.6 million). The increase in depreciation is in line with expectations and is due to increased
capex investment and RPI increases on properties. Operating margin for the year ended 31 December 2024
is 9.7% (2023: 9.6%). Operating margin, excluding adjusting items is 10.3%, up from 9.9% at 2023.
Other operating costs for the primary care business is £39.5 million (2023: £11.7million). Depreciation and
amortisation for the year was £4.2 million (2023: £1.0 million).
Adjusted EBITDA
Group adjusted EBITDA increased by 11.1% to £260.0 million from £234.0 million, 9% on a comparable basis.
Hospitals adjusted EBITDA was £249.7 million (2023: £233.8 million) delivered through price and acuity
benefits, and transformation cost savings; whilst also seeing investment in hospital staff, payor mix changes
and energy cost rises as discussed above.
Primary care services adjusted EBITDA was £10.3 million (2023: £0.2 million), with a very strong expansion
in EBITDA margin of 340 bps, on a comparable basis, to 8.5%. Primary care services have lower EBITDA margins
than the group given they include a number of younger maturity services across the Spire Clinics and LDC. Over
time, we expect these margins to increase significantly through a combination of building scale and maturity.
Share-based payments
During the period, grants were made to executive directors and other employees under the company’s Long
Term Incentive Plan. For the year ended 31 December 2024, the charge to the income statement is £4.2 million
(2023: £3.7 million), or £4.7 million inclusive of National Insurance (2023: £4.1 million). Further details are
contained in note 29.
Primary Care Revenue on comparable basis (adjusted for the effect of the acquisition in 2023)
2024
2023
Variance %
(2024-2023)
(£m)
Primary Care
Primary Care as
reported in
2023
Pro-forma
adjustment for
full year VHG
Pro-forma
adjusted
Primary Care
Primary Care
Primary Care
Total revenue
121.0
31.4
73.8
105.2
NM*
15.0%
Cost of sales and gross profit
For the Hospitals business, gross margin remained flat at 46.2%. Cost of sales increased in the period by
£34.1 million or to £748.4 million (2023: £714.3 million). Increased costs are due to inflationary pressures and
continued wage rate expansion, managed effectively through strong procurement processes, the benefit of
an energy hedge for the majority of the year (which rolled off in early Q4) and our transformation cost savings
programme; alongside optimisation of acuity, payor mix and pricing.
Primary Care gross margin decreased slightly to 34.5% from 34.7% as they include a number of younger
maturity services across the Spire Clinics and LDC. Over time, we expect these margins to increase significantly
through a combination of building scale and maturity.
Cost of sales is broken down, and presented as a percentage of relevant revenue, as follows:
Year ended 31 December 2024
Year ended 31 December 2023
£m
% of revenue
£m
% of revenue
Clinical staff
375.9
24.9%
304.1
22.4%
Direct costs
325.5
21.5%
312.4
23.0%
Medical fees
126.2
8.4%
118.3
8.7%
Cost of sales
827.6
54.8%
734.8
54.1%
Gross profit
683.6
45.2%
624.2
45.9%
Cost of sales is broken down, and presented as a percentage of relevant revenue split by operating segment,
as follows:
Hospitals Business
Year ended 31 December 2024
Year ended 31 December 2023
£m
% of revenue
£m
% of revenue
Clinical staff
302.0
21.7%
285.9
21.5%
Direct costs
321.8
23.1%
311.7
23.5%
Medical fees
124.6
9.0%
116.7
8.8%
Cost of sales
748.4
53.8%
714.3
53.8%
Gross profit
641.8
46.2%
613.3
46.2%
Spire Healthcare Group plc
Annual Report and Accounts 2024
86
Governance report
Overview
Strategic report
Financial statements
Other information
Chief financial officer’s review continued
In the prior year the group has recognised a credit of £0.9 million in respect of Remediation of Regulatory
Compliance or Malpractice Costs relating to Paterson. This comprised £2.5 million funds received from its
insurer and £0.9 million reduction in provision which had been held to resolve the matter. This was offset
by an increased separate provision in respect of Paterson by £2.5 million.
Clinic set up costs relate to costs incurred for the set-up of the Abergele and Harrogate clinics prior to opening.
The clinic in Abergele opened in February 2024 and Harrogate in January 2025.
£0.9 million of amortisation on acquired intangible assets related to the customer contracts recognised on the
acquisition of VHG in October 2023.
Net finance costs
Net finance costs have increased by £7.6 million to £99.2 million (2023: £91.6 million). Mainly due to RPI
increases on leases and a slightly higher average interest rate on bank borrowings.
Taxation
The effective tax rate assessed for the year, all of which arises in the UK, differs from the standard weighted
rate of corporation tax in the UK. The reconciliation of the actual tax charge to that at the domestic
corporation tax rate is as follows:
Year ended 31 December
(£m)
2024
2023
Profit before taxation
38.3
34.6
Tax at the standard rate
9.6
8.1
Effects of:
Expenses and income not deductible or taxable
1.1
3.2
Adjustment for movement of share-based payments
0.3
–
Tax adjustment for the super-deduction allowance
–
(0.8)
Adjustments in respect of prior year
1.3
(4.2)
Difference in tax rates
–
0.2
Deferred tax not previously recognised
–
0.2
Total tax charge
12.3
6.7
Corporation tax is calculated at 25.0% (2023: 23.5%) of the estimated taxable profit or loss for the year. The
effective tax rate on profit before taxation for the year is 32.1%. The effective tax rate is higher than the UK
rate due to due to the impact of prior year adjustments and non-deductible items. Excluding the adjustments
to prior years in 2024, the effective tax rate is 28.1%. Deferred tax is detailed in note 25.
Profit after taxation
The profit after taxation for the year ended 31 December 2024 was £26.0 million (2023: £27.9 million).
Adjusted financial information
This statement was prepared for illustrative purposes only and did not represent the group’s actual earnings.
The information was prepared as described in the notes set out below.
Adjusting items
Year ended 31 December
(£m)
2024
2023
Asset acquisitions, disposals and aborted project costs
(2.8)
3.1
Business reorganisation and corporate restructuring costs
4.3
2.0
Remediation of regulatory compliance or malpractice costs
6.9
(0.9)
Clinic set up costs
1.9
–
Amortisation on acquired intangible assets
1.6
–
Total pre-tax adjusting items
11.9
4.2
Income tax (credit)/charge on adjusting items
(1.8)
0.3
Total post-tax adjusting items
10.1
4.5
Adjusting items comprise those matters where the directors believe the financial effect should be adjusted for,
due to their nature, size or incidence, in order to provide a more accurate comparison of the group’s underlying
performance.
Asset acquisitions, disposals and aborted project credit of £2.8 million includes a profit of £4.5 million relating
to the sale of the group’s Tunbridge Wells hospital to Maidstone and Tunbridge Wells NHS Trust (‘Trust’) for
£9.975 million. Refer to disposal note 35 for more details. In addition, there is £0.6 million of integration and
other acquisition costs relating to the VHG acquisition and £0.6 million true up to provision on the DCG and
Claremont acquisitions.
In the prior year, costs of £3.1 million mainly relate to asset acquisitions of Vita Health Group Limited and
The Doctors Clinic Group.
Business reorganisation and corporate restructuring relates to the group announcement of a strategic, group
wide initiative in H2 21 that will enable a more efficient business operating model, including leveraging digital
solutions and technology. As a result of this initiative, additional costs of £3.5 million (2023: £2.0 million) have
been incurred in the period, bringing costs to date of £9.3 million. This initiative is being implemented over
several phases and is likely to be materially completed during 2026 as communicated at our capital markets
event in April 2024. Future costs are not disclosed as a reliable estimate cannot be made due to the nature of
the matter. £0.7 million has been incurred in respect of restructuring costs relating to the Doctors Clinic Group.
Remediation of regulatory compliance or malpractice costs reflect an increase in the provision in June 2024 of
£4.6 million (2023: £2.5 million). The provision was established by Spire Healthcare in respect of implementing
the recommendations of the Independent Inquiry including a detailed patient review and support for patients
of Paterson. The project is complex and the process for review and settlement of claims, where relevant, takes
some time. The detailed patient review has now reached the milestone of having contacted all living patients
and invited them, where appropriate, to consultations to discuss their care. As a consequence, the rate of new
claims has dropped significantly, as most patients now have their outcomes of their review and have initiated
their claim, where relevant. Claims activity in the second half of the year has therefore been in line with the
assumptions taken by management and the provision established at the half year. As a result there has been
no subsequent increase in the provision. In addition, £1.7 million of legal fees have been incurred for the
ongoing inquests. Whilst it is possible that, as further information becomes available, an adjustment to this
provision will be required, at this time it reflects management’s best estimate of the costs and settlement
of claims.
Spire Healthcare Group plc
Annual Report and Accounts 2024
87
Chief financial officer’s review continued
Primary Care Adjusted EBITDA and EBIT on comparable basis (adjusted for the effect of the acquisition
in 2023)
2024
2023
Variance %
(2024-2023)
(£m)
Primary Care
Primary Care as
reported in
2023
Pro-forma
adjustment for
full year VHG
Pro-forma
adjusted
Primary Care
Primary Care
Primary Care
Total Adjusted EBITDA
10.3
0.2
5.2
5.4
NM*
90.7%
Total Adjusted EBIT
6.1
(0.8)
2.6
1.8
NM*
238.9%
Adjusted profit after tax and adjusted earnings per share
Adjustments have been made to remove the impact of non-recurring items.
Year ended 31 December
(£m)
2024
2023
Profit before tax
38.3
34.6
Adjustments for:
Adjusting Items – operating costs
11.9
4.2
Adjusted profit before tax
50.2
38.8
Taxation(1)
(14.1)
(6.4)
Adjusted profit after tax
36.1
32.4
Profit for the year attributable to owners of the parent
35.5
31.8
Profit/(loss) for the year attributable to non-controlling interests
0.6
0.6
Weighted average number of ordinary shares in issue (No.)
403,493,123
403,648,886
Adjusted earnings per share (pence) attributable to the parent
8.8
7.9
1. Reported tax charge for the period adjusted for the tax effect of adjusting Items.
Return on capital employed
Return on capital employed (ROCE) is the ratio of the group’s adjusted EBIT to total assets less cash, capital
investments made in the last 12 months and current liabilities. In the current year the calculation annualises
the EBIT of the VHG acquisition as it was not part of the group for the full year. The calculation of return
on capital employed is shown below:
Year ended 31 December
(£m)
2024
2023
Adjusted EBIT
149.4
130.4
Adjusted: for full year pro-forma effect of VHG acquisition
–
6.8
Adjusted EBIT pre VHG
149.4
137.2
Total assets
2,343.2
2,288.1
Less: Cash and cash equivalents
(41.2)
(49.6)
Less: Capital investments
(127.2)
(84.4)
Less: Current Liabilities
(341.7)
(317.6)
Capital employed
1,833.1
1,836.5
Return on capital employed %
8.2%
7.5%
Alternative performance (non-GAAP) financial measures
We have provided alternative financial information that has not been prepared in accordance with UK-adopted
International Accounting Standards (“IFRS”). We use these alternative financial measures internally in analysing
our financial results and believe they are useful to investors, as a supplement to IFRS measures, in evaluating
our ongoing operational performance. We believe that the use of these alternative financial measures provides
an additional tool for investors to use in evaluating ongoing operating results and trends in comparing our
financial results with other companies in the industry, many of which present similar alternative financial
measures to investors.
Alternative financial measures should not be considered in isolation from, or as a substitute for, financial
information prepared in accordance with IFRS. Investors are encouraged to review the reconciliation of these
alternative financial measures to their most directly comparable IFRS financial measures provided in the
financial statements table.
Adjusted EBITDA, Adjusted EBIT and Hospital Business Adjusted EBITDA margin
Year ended 31 December
2024
2023
(£m)
Hospitals
Business
Primary Care
Total
Hospitals
Business
Primary Care
Total
Operating profit
135.2
2.3
137.5
127.0
(0.8)
126.2
Remove effects of:
Adjusting items before
interest and tax
8.1
3.8
11.9
4.2
–
4.2
Adjusted EBIT
143.3
6.1
149.4
131.2
(0.8)
130.4
Depreciation
106.4
1.6
108.0
102.6
0.4
103.0
Amortisation
–
2.6
2.6
–
0.6
0.6
Adjusted EBITDA
249.7
10.3
260.0
233.8
0.2
234.0
Revenue
1,390.2
121.0
1,511.2
1,327.6
31.4
1,359.0
Adjusted EBITDA
249.7
10.3
260.0
233.8
0.2
234.0
Adjusted EBITDA margin
18.0%
8.5%
17.2%
17.6%
0.6%
17.2%
Hospitals Business Adjusted EBITDA and EBIT on comparable basis (adjusted for the effect of Tunbridge Wells)
2024
2023
Variance %
(2024-2023)
(£m)
Hospitals
Business
adjusted for
the effect of
Tunbridge
wells
Tunbridge
wells
Hospitals
Business
Hospitals
Business
adjusted for
the effect of
Tunbridge
wells
Tunbridge
wells
Hospitals
Business
Hospitals
Business
adjusted for
the effect of
Tunbridge
wells
Tunbridge
wells
Hospitals
Business
Total Adjusted
EBITDA
249.2
0.5
249.7
232.7
1.1
233.8
7.1%
NM*
6.8%
Total Adjusted
EBIT
143.0
0.3
143.3
130.8
0.4
131.2
9.3%
NM*
9.2%
Spire Healthcare Group plc
Annual Report and Accounts 2024
88
Governance report
Overview
Strategic report
Financial statements
Other information
Chief financial officer’s review continued
Operating cash flows before adjusting items
The cash inflow from operating activities before tax, adjusting items was £244.3 million (2023: £228.2 million),
which constitutes a cash conversion rate from £260.0 million adjusted EBITDA of 94% (2023: 98% conversion of
£232.2 million adjusted EBITDA). The net cash outflow from movements in working capital in the period was
£7.0 million (2023: £15.5 million outflow).
Investing and financing cash flows
Net cash outflow in investing activities for the period was £99.0 million (2023: £157.2 million). The cash
outflow relates to the purchase of plant, property and equipment in the period totalled £112.1 million (2023:
£84.4 million). Capital investments in the year includes major refurbishments at Spire Portsmouth and Spire
Washington; energy savings initiatives including solar panel installations; and new MRI scanners. We also
deployed an accelerated growth investment supporting the Primary Care expansion strategy, including the
openings of Spire Clinics in Abergele, Harrogate and Norwich.
Net cash used in financing activities for the period was £145.1 million (2023: £82.9 million). Cash outflows
include interest paid and other financing costs of £98.1 million (2023: £90.0 million), and £26.2 million (2023:
£27.2 million) of lease liability payments, a final dividend payment of £8.5 million and £3.1 million for the
buyback of shares to settle share awards and £3.1 million for share cancellation to return value to shareholders.
Borrowings
At 31 December 2024, the group has bank borrowings of £367.1 million (2023: £365.3 million), drawn under
facilities which mature in February 2027.
Year ended 31 December
(£m)
2024
2023
Cash
41.2
49.6
Bank borrowings
367.1
365.3
Bank borrowings less cash and cash equivalents
325.9
315.7
In the prior year, the group exercised its option to extend the senior loan facility by a further year. The financial
covenants and agreement terms relating to this agreement are unchanged, with leverage to be below 4.0x and
interest cover to be in excess of 4.0x. As at 31 December 2024 the leverage measure stood at 2.0x (2023:2.2x)
and interest cover of 7.5x (2023: 8.5x).
As at 31 December 2024 lease liabilities were £912.8 million (2023: £891.7 million).
Dividend
The directors of Spire Healthcare have recommended the payment of a final dividend of 2.3 pence per share
for the year ending 31 December 2024, subject to shareholder approval at the forthcoming Annual General
Meeting on 14 May 2025.
Related party transactions
There were no significant related party transactions during the period under review.
Adjusted free cash flow
Adjusted FCF (Free Cash Flow) is calculated as adjusted EBITDA, less rent, capital expenditure cash flows
and changes in working capital after adjusting for one-off items which are not related to the normal trading
activity of the business. Rent cash flows are defined as interest on, and payment of, lease liabilities. Capital
expenditure cash flows are defined as the purchase of plant, property and equipment. The calculation of
readjusted free cash flow is shown below:
Year ended 31 December
(£m)
2024
2023
Adjusted EBITDA
260.0
234.0
Less: Rental payments
(102.3)
(100.2)
Less: Cash flow for the purchase of property, plant and equipment
(112.1)
(84.4)
Less: Working capital movement
(7.0)
(15.5)
Less: Adjustments for non-recurring items
0.4
14.1
Adjusted free cash flow
39.0
48.0
Cash flow analysis for the period
Year ended 31 December
(£m)
2024
2023
Opening cash balance
49.6
74.2
Operating cash flows before recurring items and VHG
244.3
228.2
Less: Adjustments for non-recurring items and VHG
(2.6)
(9.9)
Operating cash flows before Adjusting Items and income tax paid
241.7
218.3
Net cash flow from Adjusting Items (included in operating cash flows)
(5.9)
(2.7)
Income tax paid
(0.1)
(0.1)
Operating cash flows after operating Adjusting Items and income tax
235.7
215.5
Net cash in investing activities
(99.0)
(84.0)
Cash outflow for acquisition of subsidiary
–
(73.2)
Investing cash flows after investing Adjusting Items
(99.0)
(157.2)
Net cash in financing activities
(145.1)
(82.9)
Financing cash flows after financing Adjusting Items
(145.1)
(82.9)
Closing cash balance
41.2
49.6
Closing cash balance
The group’s year end cash balance stood at £41.2 million, which reflects a reduction of £8.4 million against
the prior year balance of £49.6 million. The reduction in cash is largely due to increased capital expenditure
of £27.7 million offset by proceeds from the Tunbridge Wells proceeds of £10.0 million. There is £5.4 million of
capital expenditure related to solar panels, for which we expect to convert and enter into a sale and leaseback
agreement in early 2025 and therefore represents a timing difference on cash. Further detailed information
on the cash flow during the period is set out in the following sections.
Spire Healthcare Group plc
Annual Report and Accounts 2024
89
Chairman’s governance letter
Our strategy is delivering and
we are well positioned for growth
Board changes
I was pleased to welcome Harbant Samra as chief
financial officer after Jitesh Sodha stepped down
from the board in May 2024. Harbant joined Spire
Healthcare in 2018 as a group financial controller
and became deputy CFO in 2022.
In May 2025, Dame Professor Janet Husband will
step down from the board after 11 years chairing the
CGS committee. We will miss her expertise and I am
grateful for all she has done to drive strong clinical
governance and a steep improvement in safety
and culture during her tenure.
I am happy to announce that both Jill Anderson
and Sir David Sloman will join us as non executive
directors in March. Jill, who has a strong financial
background, principally as a divisional chief financial
officer at GSK plc, will take over from Debbie as chair
of the ARC after the AGM in May 2025. Sir David will
take over from Dame Janet as chair of CGS after the
AGM in May 2025. Sir David is the former COO of
the NHS and has had an extensive career in the NHS
as hospital and regional CEO. He will bring a depth
of healthcare governance experience to the board.
As a result of Sir David’s appointment with AXA UK
and Ireland, the company does not consider him to
be independent.
Looking ahead
Looking ahead, the board is confident that Spire can
continue to deliver on its strategy and is well positioned
to meet structural market growth. The work to
transform the business during 2024 has laid the
groundwork for further transformation, savings and
margin improvement in 2025, and the outlook for the
business is strong. The business has responded well
to a changing market and economic developments
by accelerating efficiencies and managing acuity,
mix and pricing.
As the business continues to integrate healthcare
offerings, Spire will accelerate the benefits of
offering primary and secondary care services to
provide a platform for growth and deliver sustainable
shareholder value. Its progress is to the credit of the
board, executive team, excellent management team
and colleagues across the group, who have all
contributed to Spire’s growth in 2024.
Sir Ian Cheshire
Chairman
5 March 2025
Dear shareholder,
I am pleased to introduce the governance report
in a year where Spire has continued to deliver on its
strategy, across our financial, quality and people
targets. This encouraging performance is testament
to Spire’s culture: one that is characterised by
openness, respect, collaborative working, a focus on
clinical safety and a spirit of continuous improvement.
Spire’s purpose is to make a positive difference to
people’s lives through outstanding personalised care.
Spire is achieving this by running excellent hospitals,
and developing primary care services to provide
people with more choice and the opportunity
to access the healthcare they need.
Our market fundamentals remain strong. Spire
continues to play an important role in the NHS and is
part of the new NHS partnership with the independent
sector. Through its range of integrated services, Spire
is meeting growing healthcare demand in the UK,
building a healthier and more productive population.
Governance structure
We operate two principal committees for governance
below the board; the clinical governance and safety
committee (CGS), which runs a ward to board structure
of controls, reviews clinical quality, and the audit and
risk committee (ARC) which covers risk and financial
controls.
Quality and safety
The board maintained a relentless focus on quality
and safety, which is integrated into every aspect of
the business, delivering continuous improvement.
The board welcomed the implementation of the new
Patient Safety Incident Response Framework (PSIRF)
across the hospitals business in 2024, resulting in a
step change in our culture and approach to patient
safety incidents.
Audit and risk
The full report of the audit chair is on page 105,
but it was with great sorrow that we announced
that Martin Angle, deputy chairman and independent
non-executive director, passed away in September
2024. Martin was a member of the board from 2019,
was chair of the ARC and a member of CGS,
nomination, and remuneration committees.
Recruitment of his replacement is complete
and I would like to thank Debbie White, our senior
independent director, who has stepped in to cover
the role in the interim.
Spire has continued to deliver
on its strategy, across our
financial, quality and people
measures. This encouraging
performance is testament
to Spire’s culture.”
Sir Ian Cheshire
Chairman
Spire Healthcare Group plc
Annual Report and Accounts 2024
90
Governance report
Overview
Strategic report
Financial statements
Other information
Corporate governance report
Compliance with the UK Corporate Governance Code in 2024
The 2018 UK Corporate Governance Code (the ‘Code’) provides the
standard for corporate governance in the UK. The Financial Conduct
Authority requires listed companies to disclose whether they have
complied with the provisions of the Code throughout the financial
year under review.
The company has complied with the principles and provisions of the
Code, throughout the year except as shown in the following table.
Code
provision
How has the Company
not complied with the
provisions of the UK Code? The Board’s response
10
Dame Janet Husband has
served for more than nine
years from the date of her
first appointment
A thorough review was undertaken in
February 2024, with regard to Dame Janet
Husband remaining on the board for longer
than nine years. The assessment concluded
that Dame Janet continues to make a
valuable contribution to the board, and
leads the clinical governance and safety
committee effectively. There was
considered no impairment to her
independence resulting from her tenure.
It was further considered to be in the best
interests of the company that Dame Janet
Husband continue in her role and the
nomination committee recommended
to the board that she remain a director.
Dame Janet will not seek re-election at the
annual general meeting on 14 May 2025 and
will step down from the board then.
Director independence
Independence is determined by ensuring that, apart from receiving
their fees for acting as directors or owning shares, non-executive
directors do not have any other material relationship or additional
remuneration from, or transactions with, the group, its promoters,
its management or its subsidiaries, which in the judgement of the
board may affect, or could appear to affect, their independence of
judgement.
The company does not consider Dr Ronnie van der Merwe, who has
been nominated to act as a non-executive director by Mediclinic Group
Limited, the company’s principal shareholder, to be independent.
Mediclinic Group Limited’s subsidiary, Mediclinic Jersey Limited
(formerly Remgro Jersey Limited), entered into a relationship
agreement with the company in June 2015 (the ‘Relationship
Agreement’). Under the terms of the Relationship Agreement, when
Mediclinic International Limited controls 15% or more of the votes,
it will be entitled to appoint one non-executive director to the board.
It controls 29.9% of votes as at 5 March 2025. The directors believe that
the terms of the Relationship Agreement will enable the group to carry
on its business independently of Mediclinic Group Limited.
The board considers that, excluding the chairman, over half of the
board is independent of management and free from any business
or other relationship that could affect the exercise of their
independent judgement.
Workforce engagement
The board has appointed the remuneration committee to monitor
workforce engagement and report to the board on the progress of
Spire Healthcare’s workforce initiatives, together with the challenges,
concerns and priorities of colleagues. This provides directors with
an understanding into how culture is embedded across hospitals
and central functions, and any issues to be addressed.
Conflicts of interest
Save as set out below, there are no actual or potential conflicts of interest
between any duties owed by the directors or senior management to the
company and their private interests or other duties. The board will
continue to monitor and review potential conflicts of interest on
a regular basis.
Director
Dr Ronnie van der Merwe
Conflict
Chief executive officer of Mediclinic Group Limited, which controls 29.9%
of the voting rights in the company as at 5 March 2025.
Changes to your board during 2024
In early 2024, Jitesh Sodha decided that he wished to step down from
the board and did not seek re-election by the company’s shareholders
at the annual general meeting on 9 May 2024. Harbant Samra was
appointed chief financial officer from this date.
Martin Angle, Deputy Chairman and independent Non-Executive
Director, sadly passed away in September 2024.
Principal decisions of the board during 2024
Throughout this annual report, we provide examples of how the
company takes into account the likely consequences of long-term
decisions; builds relationships with stakeholders; understands the
importance of engaging with our colleagues; understands the impact
of our operations on the communities in our region and the environment
we depend upon; and attributes importance to behaving as a responsible
business. The directors recognise the importance of effective
stakeholder engagement and that stakeholders’ views should be
considered in its decision-making.
Decision of
the board
Stakeholders
Link to Spire Healthcare’s
strategy
Further details
can be found
Sale of Spire
Tunbridge Wells
Hospital
– NHS
– Patients
Deliver a strong financial
performance for shareholders
and the fiscal strength needed
to invest in future growth
Page 87
Expansion of
Patient Support
Centres
– Patients
– Consultants
– Colleagues
Investing in our workforce
Pages 23
and 37
Share buyback
programme
– Shareholders
Deliver a strong financial
performance for shareholders
and the fiscal strength needed
to invest in future growth
Page 124
The board has a formal schedule of matters reserved to it and
delegates certain matters to committees. Specific matters reserved
for the board considered during the year to 31 December 2024 included
reviewing the group’s performance (monthly and year-to-date),
approving capital expenditure, setting and approving the group’s
strategy and annual budget.
Key roles and responsibilities
The company has set out in writing a division of responsibilities
between the chairman, senior independent director and the chief
executive officer.
Non-executive chairman
Sir Ian Cheshire
The non-executive chairman leads the board and is responsible for:
– The leadership and overall effectiveness of the board
– A clear structure for the operation of the board and its committees
– Setting the board agenda in conjunction with the chief executive
officer an company secretary
– Ensuring that the board receives accurate, relevant and timely
information about the group’s affairs
Spire Healthcare Group plc
Annual Report and Accounts 2024
91
Chief executive officer
Justin Ash
The chief executive officer manages the group and is responsible for:
– Developing the group’s strategic direction for consideration and
approval by the board
– Day-to-day management of the group’s operations
– The application of the group’s policies
– The implementation of the agreed strategy and purpose
– Being accountable to, and reporting to, the board on the
performance of the business
Senior Independent Director
Debbie White
The board nominates one of the independent non-executive directors
to act as senior independent director and is responsible for:
– Being an alternative contact for shareholders at board level other
than the chairman;
– Acting as a sounding board for the chairman
– Leading the annual performance evaluation process for the board
– If required, being an intermediary for non-executive directors’
concerns
– Undertaking the annual chairman’s performance evaluation
Company Secretary
Mantraraj Budhdev
The company secretary supports the chairman on board corporate
governance matters and is responsible for:
– Making appropriate information available to the board in a
timely manner
– Ensuring an appropriate level of communication between the board
and its committees
– Ensuring an appropriate level of communication between senior
management and the non-executive directors
– Keeping the board apprised of developments in relevant legislative,
regulatory and governance matters
– Facilitating a new director’s induction and assisting with
professional development, as required
Board and committee structure
Ultimate responsibility for the management of the group rests with the
board of directors. The board focuses primarily upon strategic and policy
issues and is responsible for:
– Leadership of the group
– Implementing and monitoring effective controls to assess and
manage risk
– Supporting the senior leadership team to formulate and execute
the group’s strategy
– Monitoring the performance of the group
– Setting the group’s values and standards
There is a specific schedule of matters reserved for the board.
The non-executive directors
The non-executive directors bring a wide range of skills and experience
to the board. The independent non-executive directors represent
a strong, independent element on the board and are well placed to
constructively challenge and support management. They help to shape
the group’s strategy, scrutinise the performance of management in
meeting the group’s objectives and monitor the reporting of performance.
Their role is also to satisfy themselves with regard to the integrity of
the group’s financial information and to ensure that the group’s internal
controls and risk management systems are robust and defensible.
The independent non-executive directors oversee the adequacy of the
risk management and internal control systems (from their membership
of the audit and risk committee, and clinical governance and safety
committee), as well as the remuneration for the executive directors
(from their membership of the remuneration committee).
As members of the nomination committee, the non-executive directors
also play a pivotal role in board succession planning and the
appointment of new executive directors.
Your board in 2024
The principal decisions of the board during the year can be found
on page 91.
Board meetings were held in person during the year and director
attendance at scheduled meetings is shown on page 97.
The agenda at scheduled meetings in 2024 covered standing agenda
items, including: a review of the group’s performance from the chief
executive officer; the current month’s and year-to-date financial
statistics from the chief financial officer; and a review of clinical
performance and medical governance by both the group clinical
director and group medical director. In addition, the board received
a verbal report from committee chairs, where their committee met
immediately in advance of the scheduled board meeting, and the
board regularly received reports on legal and statutory matters.
The board’s plan for 2025
It is currently planned that the board will convene for seven scheduled
meetings in 2025, as well as holding any necessary ad hoc board and
committee meetings to consider non-routine business.
The chairman and the other non-executive directors will meet on their
own without the executive directors present. In addition, the senior
independent director and other non-executive directors will meet
without the chairman present to discuss matters such as the
chairman’s performance.
The board will maintain its focus on the group’s pursuit of its 2025
targets during the year. Its activities will include:
– Reviewing and approving the 2024 annual report
– Reviewing the revised five-year strategic plan and approving the
2025 annual operating plan
– Completing deep dives into key areas of the business
– Embedding the risk management framework
– Reviewing the makeup of the board
– Following a rolling agenda, ensuring proper time for strategic debate
Furthermore, the board will maintain its commitment to continuous
improvement of clinical quality and the use of Quality Improvement
methodology. It will maintain overall responsibility for the group’s
system of internal control and risk management processes via the
relevant board committees.
Disclosure committee
The board has established a disclosure committee to ensure, under
delegated authority, that the company complies with its disclosure
obligations, specifically under the Market Abuse Regulation and related
legislation. The disclosure committee also manages the company’s
share dealing code, ensuring colleague compliance and provides
training where required. The members of the disclosure committee
are shown on page 95.
Corporate governance report continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
92
Governance report
Overview
Strategic report
Financial statements
Other information
Share schemes committee
In addition, the board delegates certain responsibilities in relation to
the administration of the company’s share schemes on an ad hoc basis
to the share schemes committee. This committee operates in
accordance with the delegation of authority agreed by the board.
Executive committee
The executive committee meets twice a month, splitting its time
between project work and strategic matters. The executive committee
delegates certain matters to the safety, quality and risk committee
which has specific focus on safety, quality and risk matters (see the
governance framework on page 95).
National medical professional standards committee
The national medical professional standards committee meets
monthly and is chaired by the group medical director, with membership
including the group clinical director, chief operating officer (deputy
chair), associate medical directors, director of integrated quality
governance and legal advisor.
The purpose of the national medical professional standards committee
is to:
– Have oversight of performance and monitoring of safety standards
of consultants and GPs with practising privileges or employed by
Spire Healthcare
– Have oversight over the investigations relating to the practice of
doctors with practising privileges at Spire Healthcare’s facilities in
order to provide assurance to the executive committee and board
in relation to compliance with medical policies relating to
professional standards
– Provide oversight of consultant-related Patient Notification Exercises
in order to promote and maintain good medical practice, and inform
the continuous quality improvement programme across
Spire Healthcare
– Ensure that local and organisational learning is determined
and actioned in relation to medical professional standards
and performance
Board meetings
The attendance of the directors who served during the year ended
31 December 2024, and meetings of the board during 2024, are shown
on page 97. To the extent that directors are unable to attend scheduled
meetings, or additional meetings called on short notice, they will
receive the papers in advance and relay their comments to the
chairman for communication at the meeting. The chairman will follow
up after the meeting in relation to both the discussions held and
decisions taken.
Effectiveness
Board composition
The board seeks to ensure that both it and its committees have the
appropriate range of skills, experience, independence and knowledge
of the group to enable them to discharge their respective duties and
responsibilities effectively; for example, the 2024 board calendar
included sessions on clinical data analysis and statutory regulations.
The board considers its size and composition to be appropriate for the
current requirements of the business but will continue to keep this
under review.
Committee composition is set out in the relevant committee reports
and listed on page 95. No one other than committee chairs and
members of the committees is entitled to participate in meetings
of the audit and risk, CGSC, disclosure, nomination and remuneration
committees, unless by invitation of the respective committee chair.
Debbie White is the Senior Independent Director. Biographical details
of the directors are set out on pages 98 to 99.
Appointments to the board
Recommendations for appointments to the board are made by
the nomination committee. As part of the recruitment process the
nomination committee follows a formal, rigorous and transparent
procedure. Further information is set out in the nomination committee
report on page 101.
Time commitment of the non-executive directors
The non-executive directors each have a letter of appointment which
sets out the terms and conditions of their directorship. An indication
of the anticipated time commitment is provided in any recruitment role
specification, and each director’s letter of appointment provides details
of the meetings that they are expected to attend.
Non-executive directors are required to set aside sufficient time to
prepare for meetings, and to regularly refresh and update their skills
and knowledge. In signing their letters of appointment, all directors
have agreed to commit sufficient time for the proper performance of
their responsibilities, acknowledging that this will vary from year to year,
depending on the group’s activities.
Directors are expected to attend all board and committee meetings,
and any additional meetings, as required. Each director’s other
significant commitments were disclosed to the board at the time of their
appointment and they are required to notify the board of any subsequent
changes. The group has reviewed the availability of the non-executive
directors and considers that each of them is able to, and in practice does,
devote the necessary amount of time to the group’s business.
Induction and training
Generally, reference materials are provided, including information
about the board, its committees, directors’ duties, procedures for
dealing in the group’s shares and other regulatory and governance
matters, and directors are advised of their legal and other duties,
and obligations as directors of a listed company.
On joining the board, it is the responsibility of the chairman and
company secretary to ensure that all newly appointed directors receive
a full and formal induction which is tailored to their individual needs.
The induction programme includes a comprehensive overview of the
group, dedicated time with other directors and senior management,
as well as guidance on the duties, responsibilities and liabilities
as a director of a listed and regulated company. These activities
will form part of the induction programmes for Sir David Sloman
and Jill Anderson once in role.
The company secretary ensures that any additional request for
information is promptly supplied. The chairman, through the company
secretary, ensures that there is an ongoing process to review any
internal or external training and development needs.
As already noted, in the event of a general training need, in-house
training will be provided to the entire board. Necessary and relevant
regulatory updates are provided by the group general counsel and
company secretary or by external advisers as required.
Information and support
The board ensures that it receives, in a timely manner, information
of an appropriate quality to enable it to adequately discharge its
responsibilities. This is aided by the use of an online portal. Papers
are provided to the directors in advance of the relevant board or
committee meeting to enable them to make further enquiries about
any matters prior to the meeting, should they so wish. This also allows
directors who are unable to attend to submit views in advance
of the meeting.
Outside the board papers process, the executive directors provide
written updates to the non-executive directors on important business
issues, including financial and commercial information. In addition,
relevant updates on shareholder matters (including analysts’ reports)
are also provided to the board.
All directors have access to the advice and services of the company
secretary. There is also an agreed procedure in place for directors,
in the furtherance of their duties, to take independent legal advice,
if necessary, at the group’s expense.
Corporate governance report continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
93
Election and re-election of directors
All the directors appointed at the time offered themselves for
re-election at the tenth annual general meeting in May 2024 with the
exception of Jitesh Sodha who did not stand for re-election. Directors
are elected or re-elected in accordance with the requirements
of the Code.
All of the company’s directors, with the exception of Dame Janet
Husband who will step down from the board, will stand for re-election
at the annual general meeting in May 2025.
The biographical details of each director standing for election or
re-election is included in the 2025 notice of annual general meeting.
The board believes that each of the directors standing for election
or re-election is effective and demonstrates commitment to their
respective roles. Accordingly, the board recommends that shareholders
approve the resolutions to be proposed at the 2025 annual general
meeting relating to the election and re-election of the directors.
The biographical details of all directors are set out on pages 98 to 99.
Directors’ indemnities
The directors of the company have the benefit of a third-party
indemnity provision, as defined by section 236 of the Companies Act
2006, in the group’s articles of association. In addition, directors
and officers of the group are covered by directors’ and officers’
liability insurance.
Directors’ conflicts of interest
The Companies Act 2006 provides that directors must avoid a situation
where they have, or can have, a direct or indirect interest that conflicts,
or possibly may conflict, with a company’s interests. Directors of public
companies may authorise conflicts and potential conflicts, where
appropriate, if a company’s articles of association permit.
The board has established formal procedures to authorise situations
where a director has an interest that conflicts, or may possibly conflict,
with the interests of the company – Situational Conflicts. Directors
declare Situational Conflicts, so that they can be considered for
authorisation by the non-conflicted directors.
In considering a Situational Conflict, these directors act in the way
they consider would be most likely to promote the success of the group,
and may impose limits, or conditions, when giving authorisation or,
subsequently, if they think this is appropriate.
The company secretary records the consideration of any conflict and
any authorisations granted. The board believes that the system it has in
place for reporting Situational Conflicts continues to operate effectively.
Non-executive director engagement with hospitals
Non-executive directors, particularly the members of the clinical
governance and safety committee are regular attendees at a wide range
of hospital briefings, meetings and specialist conferences. These events
have included local and national meetings, and the national medical
professional standards committee. Directors have also attended the
national theatre managers conference and the national pharmacy
managers conference, as well as conferences for directors of clinical
services and critical care, and cardiology specialists.
Accountability
The audit and risk committee
The audit and risk committee report is set out on pages 105 to 110, and
identifies its members, whose biographies are set out on pages 98 and 99.
The report describes the audit and risk committee’s work in discharging
its responsibilities during the year ended 31 December 2024, and its
terms of reference can be found on the group’s website at
www.investors.spirehealthcare.com.
Risk management and internal control
The board has overall responsibility for establishing and maintaining a
sound system of risk management and internal control, and for reviewing
its effectiveness. This system is designed to manage, rather than eliminate,
the risks facing the group and safeguard its assets. No system of internal
control can provide absolute assurance against material misstatement
or loss. The group’s system is designed to provide the directors with
reasonable assurance that issues are identified on a timely basis and
are dealt with appropriately.
The audit and risk committee and the clinical governance and safety
committee, whose reports are set out on pages 105 to 110 and pages
103 to 104 respectively, assist the board in reviewing the effectiveness
of the group’s risk management system and internal controls, including
financial, clinical, operational and compliance controls.
Executive compensation and risk
Only independent non-executive directors are allowed to serve on
the audit and risk committee and remuneration committee. The
non-executive directors are therefore able to bring their experience
and knowledge of the activities of each committee to bear when
considering the critical judgements of the other.
This means that the directors are in a position to consider carefully
the impact of incentive arrangements on the group’s risk profile
and to ensure the group’s remuneration policy and programme are
structured, so as to accord with the long-term objectives and risk
appetite of the group.
Financial and non-financial risk
The clinical governance and safety committee, with the audit and risk
committee, collectively ensure that the control and monitoring of both
financial and non-financial risks is satisfactory.
In addition, both committees seek to ensure, as far as practicable,
there are no elements omitted or unnecessarily duplicated, and that
all critical judgements receive the correct level of challenge.
Relations with shareholders
The board is committed to communicating with shareholders and
stakeholders in a clear and open manner, and seeks to ensure effective
engagement through the group’s regular communications, the annual
general meeting and other investor relations activities.
The group undertakes an ongoing programme of meetings with
investors, which during 2024 was led by the chief executive officer,
chief financial officer and the director of investor relations. The
non-executive chairman, senior independent director and committee
chairs remain available for discussion with shareholders on matters
under their areas of responsibility, either through contacting
the company secretary or directly at the annual general meeting.
The company reports its financial results to shareholders twice a year,
with the publication of its annual and half yearly financial reports.
Corporate governance report continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
94
Governance report
Overview
Strategic report
Financial statements
Other information
Corporate governance report continued
Audit and risk committee
Debbie White (interim chair),
Natalie Ceeney, Dame Janet Husband
Key objectives:
– Monitors the integrity of financial
reporting
– Assists the board in its review of the
effectiveness of the group’s internal
control and risk management systems
Clinical governance and safety
committee
Dame Janet Husband (chair), Justin Ash,
Jenny Kay, Professor Cliff Shearman
Key objectives:
– Promotes, on behalf of the board,
a culture of high-quality and safe
patient care; and monitors specific
non-financial risks and their associated
processes, policies and controls:
(i) clinical and regulatory risks
(ii) health and safety
(iii) facilities and plant
Disclosure committee
Sir Ian Cheshire (chair), Justin Ash,
Harbant Samra, Debbie White
Key objectives:
– Ensures that the company complies
with its disclosure obligations,
specifically under the Market Abuse
Regulation and related legislation
– Oversees the company’s Share Dealing
Code including colleague training
Nomination committee
Sir Ian Cheshire (chair), Natalie Ceeney,
Dame Janet Husband,
Dr Ronnie van der Merwe, Debbie White
Key objectives:
– Advises the board on appointments,
retirements and resignations from
the board and its committees
– Reviews succession planning for
the board
Remuneration committee
Natalie Ceeney (chair), Paula Bobbett,
Jenny Kay
Key objectives:
– Determines the appropriate framework
and level for remuneration of the
chairman, executive directors,
company secretary and other members
of the executive committee
– Reviews workforce remuneration and
related policies
Executive committee
The group also operates an executive
committee (convened and chaired
by the chief executive officer). The
executive committee meets fortnightly.
Key objectives:
– Assists the chief executive officer
in discharging his responsibilities
– Ensures a direct line of authority
from any member of staff to the
chief executive officer
– Assists in making executive
decisions affecting the company
Safety, quality and risk committee
A committee of the executive committee
(jointly chaired by the group clinical
director and group medical director) that
focuses on safety, quality and risk matters
across the group’s operations. The safety,
quality and risk committee met bi-monthly
during 2024.
Key objectives:
– Reviews the group’s clinical
performance
– Reviews evidence of compliance
with statutory notification
requirements
– Scrutinises all unexpected deaths
occurring at hospitals
The board of Spire Healthcare Group plc
The board comprises ten directors
– the non-executive chairman, two
executive directors and seven non-
executive directors, six of whom
are deemed to be independent for the
purposes of the 2018 UK Corporate
Governance Code. Mantraraj Budhdev
serves the board as company secretary.
Key objectives:
– Leads the group
– Oversees the group’s system of risk
management and internal controls
– Supports the executive committee
to formulate and execute the
group’s strategy
– Monitors the performance of the
group
– Sets the group’s values and
standards
Non-Executive Chairman
Sir Ian Cheshire
Key objectives:
– Ensure effectiveness of the board
– Promote high standards of
corporate governance
– Ensure clear structure for the
operation of the board and its
committees
– Encourage open communication
between all directors
Senior Independent Director
Debbie White
Governance framework in 2024
Spire Healthcare Group plc
Annual Report and Accounts 2024
95
In conjunction with these announcements, presentations or
teleconference calls are held with institutional investors and
analysts, and copies of any presentation materials issued
are made available through the company’s website at
www.investors.spirehealthcare.com.
All directors are expected to attend the company’s annual general
meeting, providing shareholders with the opportunity to question
them about issues relating to the group, either during the meeting
or informally afterwards.
Modern slavery
Spire Healthcare Group is committed to acting ethically and with
integrity in all our relationships, in line with our value of ‘Doing the
right thing’. Our approach to tackling the risk of modern slavery
continues to evolve under the oversight of our sustainability
committee, which reports to our executive committee to ensure that
our directors have full oversight on all relevant matters.
Our two main areas of focus are: a) to safeguard patients, colleagues
and others who come through our facilities; and b) in our supply chain.
In our business operations, we believe practitioners and colleagues are
well-placed to identify and deal with modern slavery concerns through
the safeguarding training and protections we have in place. The
safeguarding system trains those practitioners and other colleagues
(clinical and non-clinical) to recognise and report signs of abuse.
We believe the rigour of this system mitigates the risk of modern
slavery from either going undetected or being dealt with inadequately.
This risk is further controlled by the support, training and infrastructure
in place for all colleagues to be able to raise concerns through our
network of Freedom to Speak Up Guardians, or other available channels.
In 2024, we:
– Maintained our modern slavery due diligence process for new
suppliers with an annual spend in excess of £1 million. There were
no issues identified through this process
– Continued to apply our procurement policy, which ensures that our
hospitals and clinics are equipped with guidance and a risk
assessment tool for evaluating modern slavery risks in local contracts
– Continued supplier and product rationalisation initiatives, focusing
our attention on increasing the proportion of spend with long-
standing reputable suppliers, with whom satisfactory due diligence
has been carried out
– Reviewed the merits of procuring a third-party supplier risk
management solution and determined, at this stage, not to progress
further as we considered our internal processes to be adequate
Spire Healthcare’s latest Modern Slavery Act statement
investors.spirehealthcare.com/investors/modern-slaveryact-statement
Vita Health Group’s Modern Slavery Act statement
vitahealthgroup.co.uk/slavery-and-human-traffickingstatement
Annual general meeting
Shareholders are encouraged to participate at the company’s annual
general meeting, ensuring that there is a high level of accountability
and identification with the group’s strategy and goals. A summary of
the proxy voting at the 2024 annual general meeting was made
available via the London Stock Exchange and on the company’s website
as soon as reasonably practicable on the same day as the meeting and
is shown below:
Summary of resolution
Total votes
for %
Total votes
against %
Number
of votes
withheld
1
2023 Annual report and accounts
100.00%
0.00%
739,267
2
2023 Directors’ remuneration report 98.67%
1.33%
8,287
3
2023 Directors’ Remuneration Policy 98.64%
1.36%
5,787
4
Final dividend
100.00%
0.00%
3,520
5 to
15
Election or re-election of directors
Between
100.00%
and 95.71%
Between
0.00% and
4.29%
Maximum
3,109,101
16
Reappointment of auditors
99.67%
0.33%
2,538
17
Auditors’ remuneration
99.91%
0.09%
3,907
18
Political expenditure
98.19%
1.81%
2,013
19
Authority to allot shares
97.63%
2.37%
3,789
20
Rules of the LTIP
99.30%
0.70%
293,200
21
Rules of the DSBP
99.98%
0.02%
295,199
22
Disapplication of statutory
pre-emption rights*
99.19%
0.81%
7,087
23
Disapplication of statutory
pre-emption rights for an
acquisition*
96.88%
3.12%
3,745
24
Authority to purchase own shares*
99.76%
0.24%
20,593
25
General meetings to be held on 14
clear days’ notice*
99.12%
0.88%
5,343
* Special resolution.
The corporate governance report has been approved by the board and
signed on its behalf by:
Mantraraj Budhdev
Company Secretary
5 March 2025
Corporate governance report continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
96
Governance report
Overview
Strategic report
Financial statements
Other information
Board of directors
Board meeting attendance during 2024
Chairman and executive directors
Board meetings
Non-Executive Chairman
Sir Ian Cheshire
7/7
Senior Independent Director
Debbie White
7/7
Executive directors
Justin Ash
7/7
Harbant Samra
5/5
Non-executive directors
Board meetings
Paula Bobbett
7/7
Natalie Ceeney
7/7
Dame Janet Husband
7/7
Jenny Kay
7/7
Professor Cliff Shearman
7/7
Dr Ronnie van der Merwe
6/7
Board skills, experience and background
Healthcare
Accounting and finance
Sustainability and ESG
UK plc experience
Multi-site operating
M&A
Remuneration
Digital and technology
The Financial Conduct Authority (FCA) has introduced a requirement
for listed companies to report on new board diversity targets and
provide data on the gender and ethnic diversity of the board and in
its executive management. Following the FCA’s definition, executive
management for these purposes, means the members of our executive
committee. However, we have included board members who are also
in executive management only in the board members column, and not
in the executive management column, in the below tables. We are
committed to improving diversity across all protected characteristics
and will continue to make progress in line with the new requirements
from the FCA.
Number
of board
members*
Percentage
of the board
Number
of senior
positions
on the
board
(CEO, CFO,
SID and Chair)
Number
in executive
management
Percentage
of executive
management
FCA gender diversity reporting as at 31 December 2024
Men
5
50%
3
4
57%
Women
5
50%
1
3
43%
Not specified/
prefer not to say
–
–
–
–
–
FCA ethnic diversity reporting as at 31 December 2024
White British or
other White
(including
minority-white
groups)
9
90%
3
6
86%
Mixed/Multiple
ethnic groups
–
–
–
–
–
Asian/Asian British
1
10%
1
1
14%
Black/African/
Caribbean/Black
British
–
–
–
–
–
Other ethnic group,
including Arab
–
–
–
–
–
Not specified/
prefer not to say
–
–
–
–
–
* The number of board members includes those who are members of both the board
and the executive management.
Further details on levels of gender and ethnic diversity across all
of Spire Healthcare can be found in Sustainability from page 46.
1. 0-3 years 40%
2. 4-6 years 40%
3. 6-9 years 10%
4. 9+ years 10%
Tenure
1
4
3
2
1. Independent NED 60%
2. Non-independent NED 10%
3. Executive 20%
4. Chairman 10%
Position
2
3
4
1
1. White 90%
2. Asian Indian 10%
Ethnicity
2
1
1. Male 50%
2. Female 50%
Gender
2
1
Spire Healthcare Group plc
Annual Report and Accounts 2024
97
Board of directors continued
S
E
D
C
S
E
D
Sir Ian Cheshire
Non-Executive Chairman
Sir Ian Cheshire joined Spire Healthcare
as chairman-designate in March 2021
and became non-executive chairman
at the conclusion of its annual general
meeting in May 2021
Justin Ash
Chief Executive Officer
Justin Ash was appointed chief
executive officer and an executive
director in October 2017
Harbant Samra
Chief Financial Officer
Harbant Samra was appointed chief
financial officer and an executive
director in May 2024
Current external appointments
– Chairman of Land Securities Group plc
– Chairman of Channel 4
– Senior adviser to Ardea Partners
– Trustee of the Institute for Government
– Chair of We Mean Business Coalition
Skills and previous experience
Sir Ian brings to Spire Healthcare
considerable FTSE experience, deep
understanding of the government-
business interface and broad ESG
credentials, which are important to
the company’s strategy and long-term
sustainable success.
Sir Ian was chairman of Barclays Bank
UK PLC until December 2020 and a
non-executive director of Barclays PLC,
BT Group plc and Menhaden Resource
Efficiency plc until May 2021, July 2023
and September 2024 respectively. He was
also previously senior independent director
and remuneration committee chair of
Whitbread plc until September 2017. Sir Ian
held a variety of posts whilst at Kingfisher
plc including chief executive of B&Q from
2005 to 2008 and group chief executive
from 2008 to 2014. He is involved with
many charitable organisations, such as
The Prince of Wales’s Charitable Fund,
which he also chairs, and has also worked
with various government departments.
Current external appointments
– Member of the strategic council of
Independent Healthcare Providers
Network
– Chair of the trustees of Global Health
Partnerships
Skills and previous experience
Justin was previously chief executive of
Oasis Dental Care between 2008 and 2017
before leading its sale to Bupa. Prior to this,
he was managing director of Lloyds
Pharmacy and has held several other
senior retail positions including general
manager of KFC in the UK/Ireland, and
commercial director of Allied Domecq
Spirits and Wines (Europe). Justin was
previously a senior consultant with Bain
and Company in London and Paris, and a
non-executive board member and chair
of the audit and risk committee of Al Nadhi
Medical Company. He was chair of the
Independent Healthcare Providers
Network until December 2020 and is a
trustee of Fraxinus Trust and chair of the
Freemasons Fund for Surgical Research.
Skills and previous experience
Harbant joined Spire Healthcare in October
2018 as group financial controller after
a successful 20-year career in financial
services. He was appointed interim chief
financial officer in January 2022 while
Spire’s former chief financial officer was
away from the business recovering from
an accident, and then deputy chief
financial officer in October 2022. Harbant
chairs the company’s sustainability
committee and leads on ESG matters
for the board.
Harbant started his career at Deloitte
in 1996 as part of its graduate scheme
and qualified as a chartered accountant
(ICAEW) in 1999. He was promoted to
director in Deloitte’s Financial Services
department in 2006 before leaving to join
Lloyds Banking Group in 2011 as head of
group financial reporting. While at Lloyds
Banking Group, Harbant was promoted to
finance director, group financial reporting
in 2013 and during this time led on large
scale transformation programmes and on
its response to UK regulatory structural
reform matters.
N
D
D N
A
Debbie White
Senior Independent Director
Debbie White was appointed an
independent non-executive director
in February 2023 and became senior
independent director in May 2023.
Debbie chaired the audit and risk
committee on an interim basis between
September 2024 and March 2025
Current external appointments
– Non-executive director and chair
designate of The Co-operative Group
– Director of PAVmed Inc (listed on the
NASDAQ)
– Director of Lucid Diagnostics Inc
(listed on the NASDAQ)
– Trustee and honorary treasurer for
the charity Wellbeing of Women
Skills and previous experience
Debbie is an experienced CEO and
independent director. Her last full-time
executive role was as chief executive
officer of Interserve Group which was
preceded by a number of senior executive
roles at Sodexo SA including global chief
executive officer of Sodexo Healthcare
and Sodexo Government, chief financial
officer of the North American and UK&I
businesses and chief executive officer of
Sodexo UK&I. She was interim group HR
director for BT Group plc during 2022,
supporting the executive on the
transformation of the group. Debbie
was a non-executive director of Howden
Joinery Group plc until December 2023.
Debbie started her career with Arthur
Andersen and is a chartered accountant
and chartered tax practitioner. She joined
AstraZeneca where she held a variety
of financial roles, before joining Sodexo.
Debbie was a director of PWC consulting
where she advised principally in the
pharmaceutical sector.
Key to board and executive
committees
A Audit and risk committee
C Clinical governance and safety
committee
D Disclosure committee
N Nomination committee
R Remuneration committee
E Executive committee
S Safety, quality and risk committee
Committee chair
N
C
A
Professor Dame Janet Husband
Vice Chair
Dame Janet Husband was appointed
an independent non-executive director
in June 2014 and was appointed vice
chair on 1 March 2023. Dame Janet
will step down from the board at the
conclusion of the annual general
meeting in May 2025
Current external appointments
– Emeritus Professor of Radiology
at the Institute of Cancer Research
Skills and previous experience
Having trained in medicine at Guy’s
Hospital Medical School, Dame Janet’s
extensive career in healthcare allows her
to bring invaluable insight and knowledge
of the industry.
Dame Janet has previously served as a
non-executive director and special adviser
to the Royal Marsden NHS Foundation
Trust, as a specially appointed
commissioner to the Royal Hospital
Chelsea and as chair of the National
Cancer Research Institute. She was
elected president of the Royal College
of Radiologists in 2004 and also served
as vice chair of the Academy of Medical
Royal Colleges.
These appointments followed a long
career as professor of radiology at the
Institute of Cancer Research and Royal
Marsden Hospital during which Dame
Janet gained global recognition for her
pioneering research in cancer imaging.
Prior to retirement from clinical practice
she was appointed medical director of
the Royal Marsden NHS Foundation Trust
where she worked closely with senior
management to develop a programme
of robust clinical governance and
continuous improvement in the quality
of patient services.
Spire Healthcare Group plc
Annual Report and Accounts 2024
98
Governance report
Overview
Strategic report
Financial statements
Other information
Board of directors continued
Paula Bobbett
Independent Non-Executive Director
Paula Bobbett was appointed an
independent non-executive director
in November 2022
Current external appointments
– Chief digital officer of Boots UK
Skills and previous experience
Paula specialises in business strategy
and critical analysis, particularly in digital.
She is highly experienced in online trading,
commercial strategy and analytics, as well
as in delivering digital transformation
across commercial operations. Paula joined
Boots in December 2020 and has driven
the end-to-end development of boots.com
leading to growth in online performance
and positioning boots.com as the UK’s
number one health and beauty website.
Prior to joining Boots UK, Paula was head
of online performance at Dixons Carphone.
She has held senior analytics and customer
insight roles at a variety of companies,
including strategy and analytics manager
at Avon, commercial insight manager at
Debenhams, as well as roles at British
Airways and Vanguard Strategy.
Natalie Ceeney CBE
Independent Non-Executive Director
Natalie Ceeney was appointed an
independent non-executive director
in May 2023
Current external appointments
– Chair of Cash Access UK Limited
– Non-executive director of Openreach
Limited
– Non-executive director of Liverpool
Financial Services Ltd (LV=)
Skills and previous experience
Natalie spent more than 20 years leading
organisational and digital transformation,
firstly as a McKinsey & Company
consultant and then as an executive. She
has worked across a range of sectors, both
public and private, and has experience as
a regulator as well as a CEO. Natalie has a
focus on and deep interest in meeting the
needs of customers, inclusion, and the
transformational nature of technology.
Natalie’s executive career included chief
executive roles at HM Courts & Tribunals
Service, the Financial Ombudsman Service,
the National Archives and as a member of
HSBC’s UK executive team. She was a
non-executive director of Ford Credit
Europe and Anglian Water Services Limited
until October 2023 and June 2024
respectfully. Natalie is a graduate of the
University of Cambridge.
Skills and previous experience
Jenny has extensive experience as a
front-line registered nurse and subsequent
experience in senior management and
board roles across the NHS including as
director of nursing at Dartford and
Gravesham NHS Trust in Kent. She was a
senior independent director at East London
NHS Foundation Trust until the end of
December 2020. Jenny also worked at the
Department of Health in the chief nursing
officer’s team, leading on communications.
Additionally, Jenny has experience
as director of quality in a clinical
commissioning group.
Jenny’s clinical background is in children’s
nursing – she was a ward sister at King’s
College Hospital for many years,
specialising in care for children with liver
disease and children requiring intensive
care. Jenny trained at St Thomas’ (RGN)
and Guy’s Hospitals (RSCN).
Before commencing her nursing career,
Jenny studied languages at Durham
University and she also has an MBA
from the Bristol Business School.
Jenny Kay
Independent Non-Executive Director
Jenny Kay was appointed an
independent non-executive director
in June 2019. She has been designated
Spire Healthcare’s non-executive
director lead for safeguarding
and the board’s Freedom to
Speak Up Guardian
R
C
R
R
N
A
Key to board and executive
committees
A Audit and risk committee
C Clinical governance and safety
committee
D Disclosure committee
N Nomination committee
R Remuneration committee
E Executive committee
S Safety, quality and risk committee
Committee chair
C
Professor Cliff Shearman
Independent Non-Executive Director
Professor Cliff Shearman was
appointed an independent
non-executive director in
October 2020
Current external appointments
– Emeritus professor of vascular surgery,
University of Southampton
– Deputy chair of University Hospitals
Dorset NHS Foundation Trust
Skills and previous experience
Cliff was a consultant vascular surgeon for
26 years, initially in Birmingham and then
in Southampton, and professor of vascular
surgery at the University of Southampton.
His research interests focus on factors that
lead to diabetic vascular disease and how
to improve clinical outcomes for people
with diabetes.
Cliff was a clinical service director and
associate medical director in the University
Hospital Southampton. At a national level
he was president of the Vascular Society
of Great Britain and Ireland and was one of
the team that separated vascular surgery
from general surgery leading to a new
speciality, centralisation of services and
a new training programme for vascular
surgeons. These changes have been
associated with dramatic improvements in
outcomes for patients. Cliff was a member
of the council and a trustee of the Royal
College of Surgeons of England, serving
as vice president from 2018 until July 2021.
He was awarded an OBE in 2021 for
services to vascular surgery.
N
Dr Ronnie van der Merwe
Non-Executive Director
Dr Ronnie van der Merwe was
appointed as a non-executive director
in May 2018. The company does not
consider Ronnie to be independent as
he has been appointed to the board by
the company’s principal shareholder,
Mediclinic Group Limited, under the
terms of the relationship agreement
with them
Current external appointments
– Group chief executive officer
of Mediclinic Group Limited
Skills and previous experience
Ronnie has a strong track record of
leadership and management within the
healthcare industry, including strategy,
organisational development, clinical
performance, adoption of technology,
and quality and data management.
As a specialist anaesthesiologist in private
practice, Ronnie gained extensive
experience in trauma and elective
anaesthesia, intensive care management,
and the management of acute and chronic
pain. He subsequently expanded his
expertise at medical insurance company
Sanlam Health before joining Mediclinic
in 1999. As chief clinical officer, he took
responsibility for various aspects of the
business, contributed greatly to the
growth and strategic positioning of the
group, and served as chair of the board
of trustees of the in-house medical aid
scheme, Remedi. He also served on the
board of the premier private emergency
medical care provider in South Africa, ER24,
and as executive director of Mediclinic
International Limited from 2010 up to
the combination of the businesses of
Mediclinic (then Al Noor Hospitals Group
plc) and Mediclinic International Limited.
He was appointed as group chief executive
officer in 2018.
Spire Healthcare Group plc
Annual Report and Accounts 2024
99
Dr Cathy Cale
Group Medical Director
Dr Cathy Cale joined Spire
Healthcare in October 2020,
following a successful 30-year career
in the NHS, which spanned clinical,
research and leadership roles.
Cathy trained in paediatric
immunology and immunopathology.
She has extensive experience as a
medical director, with roles at three
NHS trusts, including Great Ormond
Street Hospital for Children NHS
Foundation Trust.
In 2017, she became a clinical
ambassador for Getting it Right First
Time (GIRFT), a national programme
designed to improve medical care
by tackling variations in the way
services are delivered across the
NHS, and by sharing best practice
between trusts. At this time, she
was also deputy medical director for
NHS Improvement London region,
combining this with ongoing clinical
work. Cathy most recently worked
as medical director at The
Hillingdon Hospitals NHS
Foundation Trust.
Cathy co-chairs the safety, quality
and risk committee with Professor
Lisa Grant.
Derrick Farrell
CEO, Vita Health Group
Derrick Farrell joined Spire
Healthcare following its acquisition
of Vita Health Group in December
2023. In addition to leading Vita
Health Group, Derrick also has
responsibility for Spire Healthcare’s
primary and occupational health
functions.
Derrick is an accountant by
profession and has held senior
positions in the corporate health
sector for the last 20 years. He held
various executive positions,
managing senior teams and cross
function groups, most recently as a
board director of Nuffield Health’s
Wellbeing business.
Mantraraj Budhdev
Group General Counsel,
Company Secretary and
Corporate Concerns Director
Mantraraj Budhdev joined Spire
Healthcare in September 2022
as group general counsel and was
appointed company secretary in
May 2024. He has 16 years’ global
experience from a range of
industries in both private practice
and in-house roles. A large
proportion of his experience was
gained at two global law firms –
Linklaters and Hogan Lovells –
where he worked on compliance,
regulatory and risk matters, while
advising leading blue-chip and listed
corporate clients, and completed
secondments at investment banks
including Goldman Sachs. Most
recently, Mantraraj was responsible
for leading a wide range of
transactional, governance and
regulatory matters as the group
head of compliance and head of
legal for Europe and the Americas
region with a global port and
logistics provider.
Mantraraj is responsible for
leading a legal team of corporate,
commercial, healthcare and
litigation lawyers, Spire Healthcare’s
data protection and company
secretarial teams, and he is also the
group corporate concerns director.
John Forrest
Chief Operating Officer
Peter Corfield
Chief Commercial Officer
John Forrest joined Spire Healthcare
in October 2018, after spending most
of his career as a leading operator in
the retail and hospitality industries.
John started his career at Marks &
Spencer, before moving to the Body
Shop and then the Co-operative
Group. In 2007, John joined
Whitbread as the head of new
openings and led the roll out of
Premier Inn, before being promoted
to chief operating officer at Premier
Inn in 2011. In 2015, John moved
to Greene King as chief operating
officer for their retail division to
lead the operational integration
of the recently acquired Spirit Pub
Company. He became managing
director for Greene King Pub
Partners Business before leaving
to join Spire Healthcare.
Peter Corfield joined Spire
Healthcare in October 2015 as
group commercial director and has
responsibility for delivering revenue
growth through our payor groups
and identifying new business
opportunities. He was appointed
chief commercial officer in January
2018 with additional responsibility
for business development across
the hospital portfolio.
Prior to joining Spire Healthcare, he
held a number of senior executive
and board roles within the financial
services industry in the UK, most
recently as managing director of
Ageas Retail Direct.
Prior to this, Peter worked for both
Zurich Financial Services Group and
Royal Bank of Scotland in various
roles that covered Europe, the
Middle East and Japan.
Executive committee
S
E
S
E
S
E
S
E
S
E
Professor Lisa Grant
Group Clinical Director
and Chief Nurse
Professor Lisa Grant joined Spire
Healthcare in March 2023, following
a successful 25-year career in the
NHS holding a number of leadership
and management roles. Lisa is an
experienced nurse and has held three
executive chief nurse posts over the
last 13 years and also held the role of
chief operating officer in large acute
NHS trusts. Lisa established the Royal
Liverpool Nursing Programme and
developed the Excellence in Practice
Programme at Leeds Teaching
Hospitals NHS Trust that focuses on
the development and recognition
of the workforce teams. She held
a variety of management and
leadership roles in the north of
England and was awarded a visiting
chair in health professions leadership
from the University of Leeds in 2022.
As of November 2024, Lisa is also
visiting professor within the Faculty
of Health Sciences and Wellbeing
at the University of Sunderland.
Lisa co-chairs the safety, quality and
risk committee with Dr Cathy Cale.
Rachel King joined Spire Healthcare
in January 2023 as group people
director, with responsibility for
leading our people strategy across
the group.
Prior to joining Spire Healthcare,
Rachel was the group people
director at Camelot, the regulated
former operator of The National
Lottery where she sat on the
executive committee, leading
the transformation of the people
strategy and culture. Prior to her six
years at Camelot, she held a number
of senior executive roles in a wide
range of organisations spanning the
media, broadcasting, technology and
retail sectors. In addition, Rachel was
a member of the board of Network
Homes, a London-based housing
association, until October 2023.
Rachel King
Group People Director
S
E
S
E
Spire Healthcare Group plc
Annual Report and Accounts 2024
100
Governance report
Overview
Strategic report
Financial statements
Other information
At a glance
The majority of nomination committee members were independent
non-executive directors at all times during the year in line with the
provisions of the UK Corporate Governance Code 2018. The board
appoints the chair of the committee, who must be either the chairman
of the board or an independent non-executive director. If members are
unable to attend a meeting they have the opportunity beforehand
to discuss any agenda items with the chair of the committee.
The company secretary, or their appointed nominee, acts as secretary
to the committee.
Committee meetings
4
Committee membership and attendance at meetings
The nomination committee members at the end of 2024 and the
number of meetings they each attended during the year were as follows
(the maximum number of meetings that the member was eligible to
attend is also shown):
Member
Committee
member since
Position in Company
Committee
meetings
attended/
held in 2024
Sir Ian Cheshire
(Committee Chair)
May 2021
Non-executive
chairman
4 (4)
Natalie Ceeney
May 2024
Independent
non-executive
director
4 (4)
Dame Janet Husband
July 2014
Vice chair
4 (4)
Dr Ronnie van der Merwe
May 2020
Non-executive
director
4 (4)
Debbie White
May 2024
Senior
independent
director
4 (4)
Nomination committee members’ biographies are shown on pages 98 to 99.
Martin Angle, a former member of the committee, sadly passed away in September 2024.
The Nomination Committee’s terms of reference can be found at www.investors.
spirehealthcare.com
Nomination committee report
Role and responsibilities
The nomination committee’s foremost priorities are to ensure that the
group has the best possible leadership and to plan for both executive
and non-executive director succession. Its prime focus is therefore on
the composition of the board, for which appointments will be made
on merit against objective criteria. The nomination committee advises
the board on these appointments, oversees the recruitment processes,
and also considers retirements and resignations from the board and
its other committees. The nomination committee regularly examines
succession planning based on the board’s balance of experience, overall
diversity and the leadership skills required to deliver the company’s
strategy.
Process for board appointments
While making new appointments to the board on merit, the board
will actively seek to secure candidates with a diverse background.
Appointments will take account of the specific skills and experience,
resilience, independence and knowledge needed to ensure a rounded
board and the diverse benefits each candidate can bring to its overall
composition. Care is taken to ensure that proposed appointees have
sufficient time to devote to the role and any conflicts of interest are
identified and subsequently authorised by the board.
The nomination committee uses the services of an executive search
firm to identify appropriate candidates, ensuring that the search
firm appointed does not have any other conflicts with the group.
In addition, the nomination committee will only use those firms
that have adopted the Voluntary Code of Conduct addressing gender
diversity and best practice in search assignments. A long list of
potential appointees is reviewed, followed by the shortlisting of
candidates for interview based upon the objective criteria identified
in the specification. Committee members interview the shortlisted
candidates together with other directors as appropriate, and identify
a preferred candidate. Following these meetings, and subject to
satisfactory references, the nomination committee makes a formal
recommendation to the board on the appointment.
Our thorough recruitment
process has identified two
strong candidates to
recommend to the board
as new non-executive directors.”
Sir Ian Cheshire
Chair, Nomination Committee
Spire Healthcare Group plc
Annual Report and Accounts 2024
101
Nomination committee report continued
Dear shareholder,
I am pleased to present the nomination committee’s report for the
year ended 31 December 2024.
New appointments to the board
Following the unexpected and sad passing of Martin Angle, and
planning in the event that Dame Janet Husband decided to step down
from the board, the nomination committee commenced two separate
recruitment exercises during the second half of 2024. Dame Janet
confirmed her intention to step down from the board in March 2025
and she will not seek re-election at our annual general meeting in May.
The aim of the recruitment processes was to identify two non-
executive directors who could chair our audit and risk committee, and
clinical governance and safety committee, and bring a new perspective
to our boardroom. The process for each search, which culminated in a
recommendation to the board to appoint two outstanding candidates
in Jill Anderson and Sir David Sloman, is set out below.
In both appointments, the committee first agreed the appointment
of an executive search firm to assist in the process. It determined,
on these occasions, to engage The Inzito Partnership and Odgers
Berndtson to assist with the search for the chair of the audit and risk
committee and chair of the clinical governance and safety committee
respectively. These appointments were based on their previous
experience in delivering similar roles, and their knowledge and access
to diverse candidates in the marketplace.
We met with the representatives of each appointed firm to discuss
a detailed brief for the roles. The chair of the audit and risk committee
required recent and relevant financial experience, ideally in a listed
environment, and the chair of the clinical governance and safety
committee needed a strong healthcare background, although it was
determined that this did not need to be clinical experience. From this,
each search firm proposed a short list of candidates who met with
members of the committee and, where appropriate, executive
management. Following this first stage assessment, a reduced list
of candidates met with other members of the board. The candidates
for the chair of the clinical governance and safety committee also
met with our group clinical director and group medical director.
As chair of the nomination committee, I gathered and assessed
the feedback from the assessment process, and recommended to
the nomination committee a preferred candidate for each role.
The nomination committee then reviewed the recommendation
and agreed recommendations to the board.
Future succession planning and appointments to the board
All changes to the board and its committees are overseen by the
nomination committee. Strong succession planning remains a key focus
to help ensure that we continue to have an appropriate mix of skills,
experience and backgrounds on the company’s board and in its senior
leadership team.
We recognise the requirements of the UK Corporate Governance Code
2018 (the ‘Code’) in our decision-making, while assessing the cultural and
capabilities that will help the group deliver its strategic aims. We remain
committed to making appointments on merit, based on objective
criteria, but we set that against a clear strategy to promote diversity
across the business.
We also consider the tenure of board members and potential future
board retirements, and the impact of these on membership of the board
and its committees.
The committee’s remit includes an ongoing review of the structure, size
and composition of the board and its committees to ensure we maintain
the appropriate mix of knowledge, skills, experience, and diversity.
Independence and time commitments
Based on our assessment during 2024, the committee is satisfied that,
throughout the year, all independent non-executive directors remained
independent in character and judgement.
In recommending directors for election and re-election at the annual
general meeting, the committee reviews the performance of each
non-executive director and their ability to continue meeting the time
commitments required, taking into consideration individual capabilities,
skills and experiences and any potential conflicts of interest that have
been disclosed. While some of our directors have other significant
commitments outside of Spire Healthcare, these are considered to be
appropriate and not to conflict with their responsibilities to the group.
Diversity and inclusion
Our board diversity policy and our wider equity, diversity and inclusion
(EDI) strategy puts four commitments at the heart of our approach:
1. We recognise the value of diversity.
2. We understand how it will help us deliver our purpose.
3. We respect and appreciate each other for who we are.
4. We include diverse colleagues in our problem-solving to make better,
faster decisions.
Diversity and inclusion is a major focus of activity across Spire Healthcare,
and will continue to be in the years ahead. The board promotes diversity
and inclusivity within the organisation, including supporting women
to become leaders in the business and improving the diversity of the
company’s workforce. We believe that a diverse board includes and
makes good use of differences in skills, experience, background, ethnicity,
gender and other characteristics. Our aim was to achieve a minimum
33% female representation on the board by our AGM in May 2023 and
40% by 2025. We were delighted to have achieved our 2025 target,
with a gender split on our board of 50% male and 50% female.
Spire Healthcare continues to employ a large majority of female
colleagues and the company’s gender pay gap compares favourably to
other organisations. However, we recognise we can do more to achieve
better gender representation at senior leadership levels. Details of the
company’s staff diversity and gender pay gap, in line with reporting
requirements, can be found on page 48. The chart on page 97 also
illustrates the diversity of the board in terms of gender.
I am pleased to confirm that the company complies with the Listing
Rule changes brought about by the FCA’s policy statement on diversity
and inclusion on boards that at least 40% of the board should be
women; at least one of the senior board positions (chair, chief
executive officer, chief financial officer or senior independent director)
should be a woman; and at least one member of the board should be
from an ethnic minority background, excluding white ethnic groups.
Performance evaluation
In late 2024, the committee completed its annual performance
evaluation, which was led by Debbie White (as the senior independent
director) supported by the company secretary and an external
specialist, BoardClic, who together created a comprehensive set of
questionnaires based on best practice and regulatory guidelines for the
board and each board committee. In reviewing the matters identified
in BoardClic’s report on the outcome of the review, the committee
chair discussed and agreed to prepare an action plan for 2025 that took
into consideration elements of the report on future board composition.
Re-election of directors
The committee met in early 2025 to review the continuation in office
and potential reappointment of members of the board, as described
earlier. Following this review, the committee recommended to the board
that all directors standing be reappointed or have their appointments
confirmed, and hence these directors will seek election or re-election
at the annual general meeting in May.
Sir Ian Cheshire
Chair, Nomination Committee
5 March 2025
Spire Healthcare Group plc
Annual Report and Accounts 2024
102
Governance report
Overview
Strategic report
Financial statements
Other information
At a glance
The clinical governance and safety committee (CGSC) must have at least
two members, both of whom must be independent non-executive
directors. Other members of the CGSC may be independent non-
executive directors, non-independent non-executive directors or
executive directors. The board appoints the chair of the CGSC from any
of its members. If members are unable to attend a meeting, they have
the opportunity beforehand to discuss any agenda items with the chair
of the committee.
The company secretary, or their appointed nominee, acts as secretary
to the CGSC.
Committee meetings
4
Committee membership and attendance at meetings
The CGSC members at the end of 2024 and the number of meetings they
each attended during the year were as follows (the maximum number
of meetings they could have attended is also shown):
Member
Committee
member since
Position in Company
Committee
meetings
attended/
held in 2024
Dame Janet Husband
(Committee Chair)
July 2014
Vice chair
4 (4)
Justin Ash
October 2017
Chief executive
officer
4 (4)
Jenny Kay
June 2019
Independent
non-executive
director
4 (4)
Professor Cliff Shearman
January 2021
Independent
non-executive
director
4 (4)
CGSC members’ biographies are shown on pages 98 to 99.
The CGSC’s terms of reference can be found at www.investors.spirehealthcare.com
Clinical governance and safety committee report
Role and responsibilities
The CGSC sits above the group’s clinical governance systems and is
charged by the board with ensuring effective systems and processes
are in place to review clinical performance, including the management
of complaints, safeguarding concerns, whistleblowing and freedom
to speak up issues.
The responsibilities of the CGSC include:
– Promoting a culture of high-quality and safe patient care
and experience
– Reviewing the group medical director’s report
– Reviewing the group clinical director’s clinical governance and
safety reports
– Monitoring patient health and safety matters
– Reviewing governance matters that impact patient safety
– Reviewing the clinical matters on the whistleblowing register
– Promoting continuous clinical improvements
– Holding the executive committee accountable for following
up actions
Quality underpins everything we
do. The delivery of patient safety
and high-quality patient care is
central to our operations and
embedded in our purpose and
culture.”
Professor Dame Janet Husband
Chair, Clinical Governance and Safety Committee
Spire Healthcare Group plc
Annual Report and Accounts 2024
103
Clinical governance and safety committee report continued
Dear shareholder,
I am pleased to present the clinical governance and safety committee’s
report for the year ended 31 December 2024.
Our role is the robust assurance of governance of clinical quality at
Spire Healthcare. Quality underpins everything we do and is a core
pillar of our strategy, with the delivery of patient safety and high-
quality patient care central to our operations and embedded in our
purpose and culture.
Our Quality Improvement (QI) programme reflects our continuous
improvement approach to safety and quality. We have linked it to the
implementation of the Patient Safety Incident Response Framework
(PSIRF) to encourage faster and more embedded learning across the
group. Spire’s agreed QI priorities for 2024 included reducing incidents,
and improving recognition and care of, venous thromboembolism
(VTE). All hospitals now have a VTE lead and have VTE quarterly
committee meetings. The committee agrees that avoidable VTEs
would be an important step forward in understanding issues and
whether hospitals could have taken any additional action. Read more
about our QI priorities and PSIRF on page 25 and page 26.
Our new clinical effectiveness and outcomes framework sits alongside
a range of toolkits designed to support hospitals and I believe they will
help us to drive clinical improvement and provide benchmarking.
Meetings and seminars in 2024
Our four regular meetings over the year cover oversight of Spire
Healthcare’s clinical governance, as well as medical professional
standards, clinical risk and the clinical aspects of health and safety.
We take a strategic and balanced approach to the material and data
presented to us, and in our meeting discussions.
We were pleased to continue welcoming non-clinical board members
to our meetings as observers. This gives important exposure to how
the committee is managing clinical governance. We also welcomed a
range of colleagues and external visitors to present data and feedback,
which helps to widen the board’s understanding of the core clinical
and safety issues and challenges that we face.
Over 2024, PSIRF has been implemented across all Spire hospitals.
The committee has heard at meetings how sites such as Spire
Southampton and Bristol are embedding PSIRF and its positive effects
on colleague learning, consultant engagement and engagement on
incident reviews. I am impressed and encouraged by how Spire has
embraced PSIRF across all three nations in which we operate and for
every patient, beyond our obligations to NHS patients in England.
It has had wider impacts, with senior leadership teams and practising
consultants more involved in governance at each hospital, as well
as improved relationships between our central clinical team and the
directors of clinical services at each hospital. I am extremely grateful
to Dr Cathy Cale, Group Medical Director, for spearheading the PSIRF
programme throughout our hospitals business, and for her wider
support over 2024.
At our June meeting, we heard from Professor Lisa Grant, Group Clinical
Director and Chief Nurse, who has spearheaded Spire’s nursing and allied
health professionals strategy. I am confident that this strategy will help
to develop the clinical workforce, deliver outstanding patient care and
excellence, and enhance professional pride. I would like to take this
opportunity to thank Lisa for her outstanding work in driving excellence
at Spire, as well as her important support and guidance this year.
Developing clinical excellence in all our services is central to Spire’s
ongoing success. In September, Phil Adkins, Director of Clinical Services,
Vita Health Group, presented its quality and safety report to the
committee for the first time and explained how Spire’s mental health,
musculoskeletal and occupational health services are helping to address
the causes of sickness absence from work and mortality rates in the UK.
As part of our seminar series, the committee welcomed a visit from
Professor Dame Carol Black in 2024, a leading physician and academic
whose prestigious career roles have included presidency of the Royal
College of Physicians and adviser to the government on the relationship
between work and health, including leading its new occupational health
taskforce. She spoke to the committee about health and productivity
in the workplace, the data trends and common themes and actions
to improve wellbeing of workers. This is relevant to the committee’s
oversight of Spire’s expanding primary care services.
Committee engagement
Over the past year, the clinical NEDs of the committee visited 17 hospital
sites, including Spire Southampton, Norwich, St Anthony’s in Cheam,
Clare Park in Farnham, and Wellesley in Southend. These visits are an
extremely important part of our role and also serve to motivate and
support local teams to continue providing excellent patient care. We also
attended Spire’s capital markets day, the MAC Chair bi-annual meeting
and other relevant meetings across the business. We were particularly
pleased to attend the Driving Clinical Excellence in Practice awards
ceremony to recognise colleagues’ achievements. Read more on this
programme on pages 28 and 45.
Maintaining our high quality standards
In 2024, 98% of our inspected hospitals and clinics are rated ‘Good’ or
‘Outstanding’ or the equivalent by regulators in England, Scotland and
Wales. We are still awaiting reinspection of Spire Alexandra in Kent,
which has not been inspected since 2016/17. All inspected VHG
locations are currently rated 100% ‘good’ by CQC. Our 2024 patient
survey showed 97% of our patients rated their experience as
‘very good’ or ‘good’, while 95% of patients said they felt ‘cared for’
or ‘looked after’ in our hospitals
Detailed key performance indicators report trends and flag any
statistical alerts to ensure we focus on the most pertinent areas of
clinical governance for our hospitals. These are scrutinised in-depth
by the committee. Subjects include incidents of VTE, infection control,
patient safety initiatives and mortality. Our newly established safety,
quality and risk (SQR) operational group will allow a more strategic
approach to SQR under revised terms of reference. The committee also
welcomed the introduction of excellence in care safety dashboards,
which allow us to oversee safety and quality, and improve how we
benchmark hospitals.
We had no changes to our committee structure over the year, but we
were shocked and saddened by the unexpected death of Martin Angle
in 2024 and will miss his valuable contributions and perspectives as a
non-clinical member of the committee. As a supporter of the clinical
agenda, he played a vital role in bridging the gap between clinical and
business issues.
I would like to recognise and thank all colleagues for what we have
achieved and where we are today. After 11 years of chairing the CGSC,
I will be stepping down in May. In my time here, I have seen huge
change and am so grateful to have been part of Spire’s evolving
programme of continual quality improvement in pursuit of excellence.
I wish Sir David Sloman all the very best in taking forward the vital role
of clinical oversight at Spire Healthcare.
Professor Dame Janet Husband DBE FMedSci, FRCP, FRCR
Chair, Clinical Governance and Safety Committee
5 March 2005
Spire Healthcare Group plc
Annual Report and Accounts 2024
104
Governance report
Overview
Strategic report
Financial statements
Other information
Composition
The audit and risk committee must have at least three members, all of
whom must be independent non-executive directors. If members are
unable to attend a meeting, they have the opportunity beforehand to
discuss any agenda items with the chair of the committee.
The audit and risk committee invites the external auditor, the chief
executive officer, chief financial officer, general counsel and the director
of audit, risk, and compliance to attend each meeting, with other
members of the management team attending as and when invited. The
group’s external auditors have regular private sessions with the audit
and risk committee and with the chair prior to each meeting.
The company secretary, or their appointed nominee, acts as secretary to
the committee.
Role and responsibilities
The audit and risk committee has responsibility for overseeing the
financial reporting and internal financial controls of the group, for
reviewing the group’s internal control and risk management systems,
and for maintaining an appropriate relationship with the external
auditor of the group, and for reporting its findings and
recommendations to the board.
These include:
– Receiving and reviewing the annual report and accounts of the group
and half yearly financial statements, and any public financial
announcements as required, and advising the board on whether the
annual report and accounts is fair, balanced and understandable
– Receiving and reviewing reports from the external auditor, monitoring
its effectiveness and independence, and approving its appointment
and terms of engagement
– Agreeing the annual internal audit programme, including the use of
external consultants to support the internal resource
– Monitoring the effectiveness of the risk management system
– Reviewing the effectiveness of the group’s system of internal controls
and assessing and advising the board on the internal financial,
operational and compliance controls
– Overseeing the group’s procedures for detecting fraud and
whistleblowing
Audit and risk committee report
Committee meetings
5
Committee membership and attendance at meetings
The Audit and Risk Committee members at the end of 2024 and the
number of meetings they each attended during the year were as
follows (the maximum number of meetings that the member was
eligible to attend is also shown):
Member
Committee
member since
Position in Company
Committee meetings
attended/held in
2024
Debbie White
May 2023
Senior
independent
director
5 (5)
Natalie Ceeney
May 2023
Independent
non-executive
director
5 (5)
Dame Janet Husband
July 2014
Vice chair
5 (5)
Martin Angle, former chair of the committee passed away in September 2024. Debbie
White stepped in as the interim chair.
Audit and risk committee members’ biographies are shown on pages 98 and 99.
The audit and risk committee’s terms of reference can be found at www.investors.
spirehealthcare.com.
In 2024, the committee focused
on the implementation of digital
change programmes, monitoring
the organisation’s readiness for
the UK corporate governance
reforms, and cyber security.”
Debbie White
Interim Chair, Audit and Risk Committee
Spire Healthcare Group plc
Annual Report and Accounts 2024
105
Audit and risk committee report continued
Dear shareholder,
As interim chair of the audit and risk committee (the ‘committee’),
I am pleased to present our report for the year ended 31 December 2024.
It was with deep sadness that we learned of the passing of our dear
friend and colleague, Martin Angle, in September 2024. Martin became
the chair of this committee in May 2023 and was a highly respected,
valued and trusted member of this committee and our board. He was
a personal friend to all of us on the committee and many others at Spire
Healthcare. We have sorely missed his advice, insights and leadership.
Following a considered search process, Jill Anderson will join Spire
as a non executive director in March and take over as chair of the
committee after the AGM in May 2025. Jill, has a strong financial
background, principally as a divisional chief financial officer at GSK plc.
More information on the recruitment process can be found in the
nomination committee report on page 102.
Risk management and internal controls
Risk management continues to be an area of focus and scrutiny for
the committee at each meeting, with papers presented and discussed
in detail to understand key issues raised and identify emerging and
significant risks to the business and the plans to mitigate them.
Internal audit function
The committee receives an update report from the director of audit,
risk and compliance on internal audit activity four times a year, with two
of the committee meetings reserved for deep dives into specific risk or
internal control matters. In each update, the committee receives the
executive summary of recently published internal audit reports, and the
chair receives the full internal audit report. The committee also receives
a status update of any remedial actions agreed with management. If
there are significant findings, the committee asks the appropriate senior
management to attend to discuss the findings.
The director of audit, risk and compliance, under international internal
audit standards, has to declare to the committee any potential
compromises on his independence. This may include other ‘control’
functions for which he has line management responsibility. The
committee has to approve any activity that falls outside of internal audit.
As in prior years, in 2024, the director of audit, risk and compliance had
the risk management function reporting into him, with the approval by
the committee. On an annual basis the committee reviews the internal
audit charter that is based on the Institute of Internal Audit’s template
charter. The committee also reviewed the compliance by the director
of internal audit, risk and compliance with the internal audit code
of conduct.
The committee requires KPMG, as the co-source provider of internal
audit services, to maintain independence. In 2023, in the best interests
of the company, and after full consideration by the committee of any
impact on the independence of internal audit services, the committee
approved that KPMG provided some additional services to the group,
relating to support with the design of its digital strategy. In 2024, the
committee agreed, after further careful consideration of the best
interests of the company, to an extension of those services.
KPMG stepped down as our internal audit service provider after
completing the 2024 internal audit plan (which did not directly
conflict with any of the services it provided). The committee ran a
tender for internal audit services and RSM was successful in winning
the tender and will provide internal audit services from 2025 under
a three-year contract.
The 2025 internal audit plan was approved at the November 2024
committee meeting. The plan is prepared on a risk-focused basis with
input from the senior leadership team and non-executive directors.
For 2025, the plan will focus on some of our larger hospitals, core areas
of financial control, clinical governance and cyber security.
Risk management function
The risk management and internal control report details the changes
to the risk environment the group has faced in 2024 (see pages 65 to 76).
To provide visibility of risks from ‘ward-to-board’, the risk management
team provides quarterly reports to:
– The executive committee and the audit and risk committee on
principal risks
– The safety, quality and risk committee, and clinical governance
and safety committee on clinical quality risks
On a monthly basis, the operations committee reviews hospital
level risks.
The committee reviews the risk appetite in relation to the principal
risks providing challenge where appropriate on the level of risk the
executive wishes to tolerate.
Spire Healthcare Group plc
Annual Report and Accounts 2024
106
Governance report
Overview
Strategic report
Financial statements
Other information
Audit and risk committee report continued
Emerging risks
During 2024, the committee maintained its focus on the risks, and
potential mitigations, that may emerge from the rapidly changing
geopolitical and economic environment. The principal risks and
emerging risks are discussed in more detail in the risk management
and internal control report on pages 65 to 76.
New financial and internal control reporting requirements
The Financial Reporting Council (FRC) published the revised Corporate
Governance Code (2024 Code) in January 2024. The committee
monitored developments in the regulatory environment and received
reports from management on their readiness to comply with new
requirements from 1 January 2026.
The committee received a briefing on the two sustainability financial
reporting standards issued by the International Sustainability
Standards Board (ISSB) in 2023. We await the announcement from
the UK government regarding adoption of the standards in the UK.
Task Force on Climate-related Financial Disclosures (TCFD)
In February 2025, the committee reviewed the TCFD disclosures on
pages 77 to 82 and reviewed the process for the preparation of the
disclosures in compliance with Listing Rule (UKLR 9.8.6(8)).
Viability
The committee reviewed the process undertaken by management
to support and allow the directors to make the group’s viability
statement. The committee considered and provided input into the
determination which of the group’s principal risks and combinations
thereof might have an impact on the group’s liquidity and solvency.
The committee reviewed the results of management’s scenario
modelling and the stress testing of these models. The group’s viability
statement can be found on page 83.
External audit
Annual auditor appointment
The committee has primary responsibility for the relationship with,
and performance of, our external auditor. This includes making the
recommendation on the appointment, reappointment and removal
of the external auditor, assessing their independence on an ongoing
basis, and for negotiating the audit fee in conjunction with the chief
financial officer.
The shareholders re-appointed Ernst & Young LLP as the company’s
external auditor during 2024. Ernst & Young LLP has served the business
since 2008. Whilst recognising that the 10-year period of its
appointment technically began with the company’s admission on the
London Stock Exchange in 2014, the committee agreed that a full audit
tender should be linked to the end of the previous lead audit partner’s
term of office in 2020, which is when the last full audit tender occurred.
Our current audit partner from Ernst & Young LLP is Stephney Dallmann
who took on the role in 2020.
The committee ensures that the external auditor adheres to The
Auditing Practices Board’s Ethical Standard 3, which requires the rotation
of the audit partner for listed companies every five years. As a result the
committee noted that this is the fifth and last fiscal year for Stephney
Dallmann to serve as the audit partner. Kate Allen will take over as audit
partner for the 2025 financial year, and will shadow Stephney for the
year end 2024.
External auditor independence and effectiveness
The committee reviewed the independence and effectiveness of the
external auditor. We did this by:
– Reviewing its proposed plan for the 2024 audit
– Discussing the results of its audit, including its views about material
accounting issues and key judgements and estimates, and its audit
report
– Reviewing the quality of the people and service provided by Ernst &
Young LLP
– Evaluating all of the relationships between the external auditor and
the group, to determine whether these impair, or appear to impair, the
auditor’s independence
Significant issues and material judgements
The audit and risk committee assesses whether suitable accounting
policies have been adopted and whether management has made
appropriate estimates and judgements.
The committee reviewed the nature of all items classified as ‘adjusting
items’ in the year and management’s justification thereof against
relevant accounting guidance. Where costs spanned a reporting period,
the committee considered the significance of the total expected costs
to be incurred across reporting periods (based on management’s
estimates), when determining the appropriateness of the accounting
treatment.
Other activities in 2024
Prior to the release of the company’s 2024 interim results, the
committee completed a thorough review of:
– Viability and going concern
– Assessment of goodwill for impairment
– Assessment of property carrying values for impairment
– Assessment of provisions for future liabilities
The committee also reviewed the company’s banking covenant
compliance.
In addition to providing oversight of the group’s financial reporting,
internal controls and risk framework, the committee has had reports
on information governance from management and external advisors,
preparations and planning undertaken in response to the UK Corporate
Governance Code update on risk management and internal controls,
and counter-fraud initiatives.
Spire Healthcare Group plc
Annual Report and Accounts 2024
107
Audit and risk committee report continued
The table below summarises the matters where the most material judgements have been made in relation to reporting in 2024:
Matters
Judgement and estimation required
How the committee gained comfort on the matter
Improper revenue recognition
Pressure to achieve results could lead management to manipulate
the financial reporting of revenue. This could include the:
– Manipulation of prices charged
– Miscoding of procedures by hospitals impacting revenue recorded
– Misreporting of other income in the year
– Overstatement of accrued revenue at the year end
The committee has reviewed detailed reports on the underlying controls that operate over the
accuracy of the NHS billings process and the assurance reviews undertaken over that process.
Additionally, the committee has received reports from KPMG in the conduct of their internal
audit plan which has covered billing controls at hospitals.
Central management carry out a detailed review of monthly hospital performance compared
to forecast, focusing on the cut-off of revenue reported at the balance sheet date. The group
maintains effective segregation of duties to safeguard the integrity of pricing Master file data
on which billing is dependent. Management routinely reconciles revenues and cash collections
as part of monthly cash flow management procedures. This includes accrued revenue, which
is substantiated with reference to subsequent billings and cash collection.
Goodwill carrying value
Goodwill for cash generating units as assessed by management is tested
for impairment annually or when there is an indicator of impairment.
The assessment the cash generating units is assessed in line with the
relevant accounting principles. The impairment assessment is achieved
by comparing the value-in-use of the cash generating unit with its carrying
value in the accounts. The value-in-use calculations require the group to
estimate future cash flows, considering market conditions, and the present
value of these cash flows is determined using an appropriate discount rate.
The current value of goodwill is underpinned by these forecasts.
The committee has reviewed in detail the analysis produced by management to assess
the carrying value of goodwill as well as the assessment of cash generating units. Its review
included assessing for reasonableness the key underlying assumptions used by management
in their analysis. These included the discount factor rate, future anticipated growth rates
and forecasted levels of capital maintenance investment (excluding expenditure on new or
enhancement of assets). The committee noted the discount factor used by management has
been reviewed as part of the external audit and falls within the appropriate range given Spire’s
size and cost of capital.
The committee has reviewed management’s latest assessments in August 2024 and in
February 2025. This regular recurring review process has allowed for earlier visibility of the key
assumptions and any potential issues.
Property carrying values
Freehold and leasehold property is held at depreciated cost and its carrying
value is required to be assessed for indicators of impairment by
management on an annual basis.
For those properties with an indicator, an impairment test is performed by
calculating a value-in-use, by means of a discounted cash flow model. As this
process involves some degree of estimation there is a risk that properties are
held in the financial statements at inappropriate carrying values.
The committee reviewed the analysis prepared by management to assess the carrying value of
those properties with an indicator of potential impairment, including the appropriateness of
the key underlying assumptions. These included future anticipated growth rates, the discount
factor rate, and levels of ongoing capital maintenance investment (excluding expenditure on
new or enhancement of assets).
This work was conducted in two phases. An initial review was performed in August 2024 This
initial review was performed to provide early visibility of any potential issues and to allow for a
preliminary assessment of the reasonableness of the key judgements applied by management.
These judgements included:
– The terminal growth rate
– The discount factor rate
– Appropriateness of the determination of a Cash Generating Unit
– Forecasts in ongoing capital maintenance
– Growth rates applied at an individual hospital level over the next five years
Management’s review was updated at the year-end using the latest available forecasts. A shortlist
of hospitals was identified from this activity and reviewed in detail by the committee to ensure
that management’s conclusions were appropriate. This included, where appropriate, establishing
the level of confidence management has in its ability to deliver the plan underlying the forecast.
The committee noted that the work carried out by the external auditors, Ernst & Young LLP,
supported its own findings in this area.
Spire Healthcare Group plc
Annual Report and Accounts 2024
108
Governance report
Overview
Strategic report
Financial statements
Other information
Audit and risk committee report continued
Matters
Judgement and estimation required
How the committee gained comfort on the matter
Provision for Paterson claim settlements
Following the publication of the public inquiry report on Ian Paterson on
4 February 2020, the group continues to assess the potential impact of
the remedial actions recommended in the report. Since 2020, the group
recognised a charge of £28.7 million to ensure the recommended actions
are fully adhered to. It is possible that, as further information becomes
available, an adjustment to the provision held for claim settlements
may be required.
Per IAS37 (provisions, contingent liabilities and contingent assets), any provision associated
with this matter must represent management’s best estimate of the expenditure required
to settle that obligation. It is accepted that management’s estimate will involve a degree of
judgement as it is based upon the information available at the balance sheet date, and that
additional or different information may emerge in the future.
The committee reviewed management’s estimate and underlying data and assumptions
in detail at the time of preparing the 2024 half year results. This exercise included review
of key inputs, claim rates and a sensitivity analysis. The on-going appropriateness of the key
assumptions was reviewed by the committee as part of the year end process, this was done
with reference to actual claims experience since the half year. This review confirmed that
management’s key judgments and basis for calculating the provision was reasonable and
aligned with accounting standards.
Adjustments to EBITDA (Adjusting Items)
It is the group’s policy to disclose EBITDA after adjusting for certain items,
due to their nature, amount or incidence, in order to provide a meaningful
comparison of the group’s underlying performance. Group underlying
performance is considered the comparable year-on-year business, and
therefore excludes items of a one-off or irregular nature. Pressure to
achieve targets could lead management to manipulate the outcome
by overstating the level of adjusting Items.
The committee:
– Reviewed in detail each item which was proposed by management to be classified as
an adjusting Item
– Assessed whether the proposed approach was consistent with prior periods
Spire Healthcare Group plc
Annual Report and Accounts 2024
109
Audit and risk committee report continued
UK Competition and Markets Authority (CMA) Order
During the year, the company complied with the CMA Order in relation
to Statutory Audit Services for Large Companies.
Audit risk
The committee received from Ernst & Young LLP a detailed plan
identifying the scope of their audit for the year, planning materiality
and their assessment of key risks. The audit risk identification process
is considered a key factor in the overall effectiveness of the external
audit process. Ahead of the full-year audit, the committee reviewed the
key risks that Ernst & Young LLP identified to ensure their areas of audit
focus remain appropriate.
Working relationship with the external auditor
During the year, the committee met with the external auditor without
management present to provide additional opportunity for open
dialogue and feedback between both parties. Matters typically
discussed include the external auditor’s assessment of business risks,
the transparency and openness of interactions with management,
confirmation that there has been no restriction in scope placed on the
auditor by management, the independence of their audit and how they
have exercised professional scepticism. I also meet with the external
lead audit partner ahead of each committee meeting. Additionally,
the director of audit, risk and compliance liaises with, and meets,
the external auditors on a regular basis, and the external auditors
receive a copy of each internal audit report.
Non-audit services and independence
Ernst & Young LLP provided non-audit services to the group during
the year ended 31 December 2024. These services related only to the
interim review. Total non-audit service fees amounted to £0.1 million
(2023: £0.1 million), less than 50% of the audit fees. All non-audit fees
are approved by the committee.
Ernst & Young LLP confirmed to the committee its independence,
taking into account any threats to independence including fees from
non-audit services.
Clinical governance and safety committee (CGSC)
To ensure that the committee and the CGSC complement each other’s
work, Dame Janet Husband and I have followed these important
protocols:
– At each meeting this committee receives a report from Dame Janet
Husband focused on risk and material control matters discussed at
the CGSC
– We split the focus of risk management with the CGSC focusing on
the clinical risk management at corporate and hospital level and this
committee on the principal risks, and non-clinical operational risks,
of the group
Data strategy, governance and security committee (DSGS)
In 2023, the executive committee set up the new DSGS committee to
improve the governance and oversight of data management in a rapidly
evolving environment of new technologies and cyber-security risks. The
chair of the DSGS committee, the general counsel, has a reporting line
into this committee and provides a report at each meeting.
Our priorities for 2025
The committee’s focus in 2025 will remain largely consistent with
2024 ie:
– Implementation of digital change programmes
– Monitoring the organisation’s readiness for the UK Corporate
Governance Reforms
– Cyber security
– Implementation of sustainability financial reporting standards
(assuming the UK government announces a firm timetable for their
adoption during 2025)
– Induction of the new chair of the committee
Annual evaluation of the committee’s performance
The latest evaluation of the committee’s performance was carried out
in late 2024 and this confirmed that it continued to perform effectively.
Debbie White
Interim Chair, Audit and Risk Committee
5 March 2025
Spire Healthcare Group plc
Annual Report and Accounts 2024
110
Governance report
Overview
Strategic report
Financial statements
Other information
At a glance
The remuneration committee must have at least three members, all
of whom must be independent non-executive directors, and the board
appoints the remuneration committee’s chair. If a member is unable to
attend a meeting, they have the opportunity beforehand to discuss any
agenda items with the chair of the committee.
The company secretary, or their appointed nominee, acts as secretary
to the remuneration committee.
Committee meetings
8
Committee membership and attendance at meetings
The remuneration committee members at the end of 2024 and the
number of meetings they each attended during the year were as follows
(the maximum number of meetings that the member was eligible to
attend is also shown):
Member
Committee
member since
Position in Company
Committee
meetings
attended/held
in 2024
Natalie Ceeney
(Committee chair)
May 2023
Independent
non-executive director
8/8
Paula Bobbett
February
2024
Independent
non-executive director
5/6
Jenny Kay
June 2020
Independent
non-executive director
7/8
Remuneration committee members’ biographies are shown on pages 98 and 99.
Martin Angle served as a member of the remuneration committee until September 2024.
Where a director was unable to attend a meeting they reviewed all papers and were able
to input feedback through the chair.
The remuneration committee’s terms of reference can be found at www.investors.
spirehealthcare.com
Remuneration committee report
Role and responsibilities
The remuneration committee has authority from the board to
determine the framework and total remuneration arrangements of the
executive directors and, in consultation with the chief executive officer,
senior management. It also oversees the group’s share-based incentive
arrangements. In practice, the committee agrees:
– Policy for cash remuneration, executive share plans, service
contracts and termination arrangements
– Reward packages of the chairman, executive directors and the
executive committee, including arrangements on appointment
– Termination arrangements for executive directors and the executive
committee members
– Recommendations to the board concerning any new executive share
plans or changes to existing schemes which require shareholders’
approval
– Basis on which awards are granted and their amount to executive
directors and senior management under the Long Term Incentive
Plan (LTIP)
The remuneration committee also ensures consistency of
remuneration arrangements across all levels within Spire Healthcare.
It also has responsibility for matters identified by the UK Corporate
Governance Code relating to workforce engagement.
Spire Healthcare’s patient-centric
and people-focused culture is
what attracts and retains our
colleagues.”
Natalie Ceeney
Chair, Remuneration Committee
Spire Healthcare Group plc
Annual Report and Accounts 2024
111
Remuneration committee report continued
Dear shareholder,
I am pleased to present to you the directors’ remuneration report
for the year ended 31 December 2024.
Our renewed directors’ remuneration policy was approved by 98.64%
of shareholders at the AGM in May 2024 and I would like to thank
shareholders for their engagement and support. I am confident that
this policy continues to support the delivery of our strategic priorities
and provides alignment with our culture and purpose. This letter
provides further detail of the work of the committee and decisions
taken in respect of 2024.
We welcomed Paula Bobbett who became a member of the
committee in February 2024. We were saddened by the unexpected
death of Martin Angle and will miss his valuable contributions and
perspectives as a member of the committee.
Performance in 2024
Spire Healthcare delivered financial performance in-line with guidance
for 2024 with revenue growth of 11.2%, 6.2% on a comparable basis,
and adjusted EBITDA of £260.0 million which is 11.1% up on 2023,
9% on a comparable basis. Our focus on enhancing margins has
enabled us to deliver an increase in hospitals adjusted EBITDA margin,
from 17.6% in 2023 to 18% in 2024. This is underpinned by the success
of our savings and efficiency programmes, which generated more than
£20 million.
Market fundamentals remain strong, with excellent performance
from our NHS revenue, up 7.7%, 8.8% on a comparable basis and
private revenue up 3.7%, 4.3% on a comparable basis. Our strategy
is delivering, we are successfully managing both margin and growth
through acuity mix, price, optimal capacity utilisation and delivery of
cost savings. We have also reached record levels of permanent hospital
staff and retention.
Primary care services have shown strong growth, primarily driven
through Vita Health Group performing ahead of plan. We also opened
three standalone clinics which are focused on outpatients, diagnostics
and minor treatments, and drive referrals to nearby hospitals. We are
pleased to play a role in the new NHS and independent sector
partnership and continue in our strategic partnership with the NHS.
Maintaining strong quality and safety credentials remain core to our
activities and our focus on continuous improvement has resulted
in 98% of our inspected locations rated ‘Good’, ‘Outstanding’ or
the equivalent by health inspectors in England, Scotland and Wales.
Wider workforce pay
The committee has continued to monitor the impact of economic
pressures on colleagues and fully supported the management proposal to
make significant investment in salary increases through an increase to our
minimum rates of pay, the annual salary review and implementation of
our reward framework in all our hospitals. As a result of these investments,
we are benefiting from increasing retention and fewer vacancies.
The majority of our permanent colleagues received a 2.75% salary
increase with additional investment made to our minimum rates of pay.
We launched our reward framework for our permanent colleagues in
all our hospitals and a few other business areas in December 2024.
The framework provides a consistent view of our roles with improved
competitiveness, particularly for key roles where we have difficulty
attracting and retaining talent.
The committee has received regular updates and held deep dive sessions
on the reward framework, which has been developed with extensive
engagement and input from the business. The reward framework is an
important step in our commitment to invest in and support our people
and provide structure and clarity for our roles.
2024 salary and incentive outcomes
In line with the majority of the workforce, the annual salary review of
2.75% was applied to the chief executive officer in September 2024.
There was no increase applied to the new or former chief financial officer
during 2024.
The bonus is linked to adjusted EBITDA, free cash flow and individual
strategic objectives. The financial and operating performance in the
year resulted in bonuses being earned in respect of 2024 with a solid
performance against stretching targets. The committee also evaluated
the performance of the executive directors against a number of
individual strategic objectives. This resulted in an overall bonus outcome
for Justin Ash of 36.1% of maximum. Notwithstanding the significant
increase in EBITDA year-on-year, the bonus outcome is lower than last
year, reflecting the highly stretching nature of the targets set at the
start of the year.
The 2022 LTIP awards were based on total shareholder return (TSR),
financial and operational excellence performance measured to
31 December 2024. During the performance period, the company
delivered growth in shareholder value which was between median
and upper quartile against the FTSE 250 (excluding investment trusts)
comparator group over the equivalent period. Return on capital employed
exceeded the target with the outcome of this element at 8.2%. For
operational excellence, the regulatory rating objective was met in full
and the outcome for engagement was within the target range.
The overall vesting outcome for this award was 60.8% of maximum.
Vested awards for executive directors at the time of award will be
subject to a further two-year holding period.
The committee reviewed the incentive outcomes against wider
company and individual performance, the shareholder experience and
the wider stakeholder experience. The committee determined that the
outcomes are fair and appropriate in this context.
Chief financial officer transition
As set out in the 2023 directors’ remuneration report, Harbant Samra
was appointed as chief financial officer at the May 2024 AGM, at which
point Jitesh Sodha stepped down from the board. Details of the
remuneration arrangements were set out in full in the 2023 directors’
remuneration report.
Remuneration for 2025
Salary increases normally take effect from September. Any increase
to salaries for the chief executive officer will take into account the
average increase awarded to the wider workforce. As set out in the
2023 directors’ remuneration report, Harbant’s base salary on
appointment was set at £380,000, which was below the salary of
his predecessor (£432,600). In line with best practice, the committee
intended to keep Harbant’s base salary under review to reflect his
experience and development in role. Taking into account his strong
performance, leadership and development in the role since
appointment, Harbant’s salary will be increased to £405,000 with
effect from 1 May 2025, being one year since his appointment to the
role. It is currently expected that Harbant will not be eligible for a salary
increase in September.
Incentives are based on financial, operational and strategic elements.
The maximum bonus opportunity for executive directors remains
unchanged at 150% of salary. During the year, the committee reviewed
the bonus structure across the group to ensure that it is fit-for-purpose
and appropriately rewards employees for group performance.
Following this review, there will be a simplification of the structure for
2025, with a greater focus on group EBITDA performance for all bonus
participants. For executive directors, the total bonus outcome will be
linked to the achievement of adjusted group EBITDA with up to 30%
of the final bonus outcome assessed against strategic objectives.
Spire Healthcare Group plc
Annual Report and Accounts 2024
112
Governance report
Overview
Strategic report
Financial statements
Other information
Remuneration committee report continued
For LTIP grants to executive directors, it is expected that awards
equivalent to 200% of salary will be granted, in line with last year.
The committee considered removing relative TSR from the LTIP
for 2025 given the lack of direct, relevant, listed peers and the
concentrated nature of our shareholder base. There are a range of
views amongst our larger investors on this metric; therefore, on
balance, the metric has been retained for 2025 with a weighting of
20%. The committee will keep this under review for grants in future
years. We expect EBIT margin to be more prominent and relevant
than EBITDA margin by the end of the performance period in 2027,
as outlined at the Capital Markets Day in April 2024. Accordingly,
hospital business margin will be assessed based on EBIT with a
weighting of 15%. The operational excellence measures, with a
combined weighting of 30%, continue to be an important focus.
The ROCE measure is unchanged with a weighting of 35%.
If you have any questions about this directors’ remuneration report,
please contact me via companysecretary@spirehealthcare.com.
Natalie Ceeney
Chair, Remuneration Committee
5 March 2025
Remuneration principles – how our approach to pay reflects the
principles of the UK Corporate Governance Code
Clarity
Incentive arrangements are intended to be closely aligned to our strategy to effectively
engage with participants. The remuneration committee regularly engages with wider
stakeholders including shareholders and seeks to provide clear disclosure and explanation
of our pay arrangements.
Simplicity
Our remuneration policies are straightforward and easy to understand.
Risk
Our variable incentive schemes contain an appropriate balance of financial and non-financial
measures so that risk is effectively managed and mitigated. Discretion, malus and clawback
help to prevent payments for failure.
Predictability
Potential values from remuneration arrangements are clearly communicated.
Proportionality
Incentives incorporate performance measures that are linked to the strategic goals of the
business. Variable pay is intended to reward for successful execution of the strategy over
the short and longer term. The remuneration committee is also mindful of the outcomes
of variable incentives for the wider workforce.
Alignment to
culture
Targets for variable incentives are intended to be based on a balance of measures to provide
a rounded assessment of performance. We are conscious of our impact on wider stakeholders
and how that ultimately impacts the value we create for shareholders.
Spire Healthcare Group plc
Annual Report and Accounts 2024
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Remuneration committee report continued
Remuneration policy table
At a glance: summary of remuneration policy and approach for 2025. The table below summarises how key
elements of the remuneration policy will be implemented in 2025. The full remuneration policy can be found
on our website in the 2023 Annual Report.
Element
Justin Ash
Chief Executive Officer
Harbant Samra
Chief Financial Officer
Base salary as at 1 May 2025 £660,633
£405,000
Pension
8%
(in line with majority of employees)
8%
(in line with majority of employees)
2025 annual bonus
opportunity
Maximum: 150%
Maximum: 150%
2025 annual bonus
measures
– For 2025, the total bonus outcome will be linked to the achievement of adjusted
group EBITDA, with up to 30% of final bonus outcome assessed on objectives
– Full disclosure of performance measures and weightings will be disclosed
retrospectively
2025 annual
Bonus deferral
– One third of bonus will be deferred
into shares for three years as the CEO
has met his shareholding guidelines
– One third of bonus for the CFO will
be deferred into shares for three years
2025 LTIP award levels
Maximum: 200%
Maximum: 200%
Element
2025 LTIP measures
– 2025 LTIP awards will be based on the following measures: ROCE (35%), EBIT margin
(hospital) (15%), relative TSR (20%), engagement (15%) and regulatory ratings (15%).
– Performance will be measured over a three-year period from 1 January 2025 to
31 December 2027.
25% vests
50% vests
100% vests
Relative TSR vs FTSE 250 (20%)
Median
Upper Quartile
ROCE (35%)2
8.6%
10%
11%
EBIT Margin (15%)
9.6%
11.3%
13.0%
Regulatory ratings (15%)3
84%
‘Good’ or Above
88%
‘Good’ or above
94%
‘Good’ or above
Engagement (15%)4
see note below
1. Straight-line vesting between points shown.
2. Return on Capital Employed is calculated as ‘Adjusted EBIT/Capital Employed’. Capital Employed is
calculated as ‘Total Assets less Cash less Current Liabilities less Capital expenditure in the previous
12 months’. Capital expenditure in the last 12 months reflects additions of fixed assets
(excluding leased assets). Return on Capital Employed will be measured as at 31 December 2027.
3. Vesting for the regulatory rating element can be scaled back (including to nil) if any site is rated
‘inadequate’. The remuneration committee is satisfied that outcomes at the upper-end of the scale
would represent exceptional and market leading results for the portfolio, especially in the context
of continued enhancements in the expectations of our regulators.
4. We are currently undertaking a review of the provider and methodology for engagement and targets
will be disclosed in full in the 2025 directors’ remuneration report.
2025 LTIP holding
requirement
– LTIP awards are subject to a two-year, post vesting holding period
Shareholding
guideline
– 200% of salary in-employment shareholding guideline
– Post-cessation shareholding requirements apply at the same level as the
in-employment guideline (or actual shareholding, if lower) for two years
following cessation of employment
Malus and
clawback
– Malus and/or clawback provisions apply to annual bonus awards and LTIP awards
– The malus and clawback provisions are set out in the remuneration policy
Year-end outcomes:
2024 CEO bonus
outcome
– 36.1% of maximum pay-out
2022 CEO LTIP
outcome
– 60.8% of maximum vesting
Spire Healthcare Group plc
Annual Report and Accounts 2024
114
Governance report
Overview
Strategic report
Financial statements
Other information
Annual report on remuneration
Single total figure of remuneration – executive directors (audited)
The following table sets out the total remuneration for the executive directors for the year ended
31 December 2024. This comprises the total remuneration in respect of the full year from 1 January 2024
to 31 December 2024.
(£000)
Justin Ash
Harbant Samra
Jitesh Sodha
2024
2023
2024
2023
2024
2023
Salary
648.8
643.0
245.6
–
153.7
432.6
Benefits
18.8
18.5
10.2
–
5.8
17.0
Retirement benefits
51.9
51.4
19.6
–
12.3
34.6
Total fixed pay
719.5
712.9
275.4
–
171.8
484.2
Annual bonus1
347.9
727.3
130.6
–
140.2
489.3
Long-term incentives2,3
746.1
1,285.6
78.2
–
502.0
865.0
Total variable pay
1,094.0
2,012.9
208.8
–
642.2
1,354.3
Total
1,813.5
2,725.8
484.2
–
814.0
1,838.5
1. One third of the annual bonus paid to Justin Ash and Harbant Samra will be deferred into shares for three years.
2. All were participants of the 2022 LTIP awards, which are due to vest in 2025. For the purposes of this table, the value of awards is
based on the average share price during the final quarter of 2024 (£2.23). None of the 2024 LTIP value is attributable to share price
appreciation.
3. The 2021 LTIP awards have been restated to reflect the actual share price on vesting of £2.345.
4. Harbant Samra succeeded Jitesh Sodha as Chief Financial Officer on 9 May 2024; remuneration details for 2024 are in respect of
services provided as executive directors. As disclosed last year, Jitesh Sodha remained as an employee after stepping down from
the board. Harbant Samra’s LTIP award was granted in relation to his previous role, though he did not sit on the board. The full value
of LTIP awards to both individuals have been included for transparency.
Annual bonus
For the 2024 financial year, the maximum bonus opportunity for executive directors was 150% of base salary.
Awards for current executive directors were measured 60% on adjusted EBITDA, 20% on free cash flow and
20% against individual strategic objectives.
All bonuses in the group, including those payable to executive directors, were subject to a minimum EBITDA
trigger of £238.0 million and a minimum quality trigger. Both hurdles were achieved for 2024, and therefore
executive directors were considered for bonuses. A portion of bonuses for Justin Ash and Harbant Samra are
deferred into shares for three years.
Financial measure targets and outcomes for 2024 were as follows:
0% of element
40% of element
50% of element
100% of element
Outcome
Outcome
(% of element)
Adjusted EBITDA
60%
£254.0m
£267.0m
£268.3m
£275.0m
£260m
18.5%
Free cash flow
20%
£25m
£41m
£45m
£65m
£39m
35%
The adjusted EBITDA outcome of £260.0 million is an 11.1% increase on prior year.
Spire Healthcare Group plc
Annual Report and Accounts 2024
115
Annual report on remuneration continued
For 2024, the strategic element was centred around the achievement of the areas of focus noted in the
table below. The outcome for the executive directors fairly reflects the contribution made during the year,
including progress towards a number of key strategic initiatives.
Area of focus
Progress and achievements during the year
Outcome
Chief executive officer
Be a change champion: review and update five year strategic
plan to reflect advances in healthcare focusing on technology.
Implement a reward framework across all hospitals.
Successful review of five year strategic plan and progress
made in key elements during 2024. Reward framework
successfully implemented in all hospitals.
5/5
Make it count: deliver digitalisation programmes for 2024
with associated efficiencies in processes. Support primary
care services in delivery of financial plan.
Successful delivery of the majority of the digitalisation
programmes with savings delivery on track. Primary care
services performing well and ahead of budget.
4.5/5
Listen up: delivery and implementation of PSIRF and DCIQ
with improved engagement in learnings and assurance of
quality. Continue to champion and focus on FTSU strategy
and programme.
Successful roll-out across the organisation ahead of
sector of PSIRF and DCIQ – now in place and in use at all
sites. Continued strong sponsorship of FTSU strategy
and programme with strong positive results on colleague
engagement and continued development for 2025.
4.5/5
Inspire kindness: championing that patients, colleagues and
consultants are treated with kindness, courtesy and respect
through annual survey results.
Increase in outcome through annual consultant survey
results for quality of services provided. Significant
increase in result for survey score on patients saying their
care was personalised. Continued focus on behaviours
to drive year on year improvement.
4/5
Total bonus achieved against individual strategic targets
18%
Chief financial officer
Review and update five year strategic plan to reflect advances
in healthcare focusing on technology.
Successful review of five year strategic plan and progress
made in key elements during 2024.
5/5
Successful execution of digitalisation/ savings programmes
for 2024.
Successful delivery of the majority of the digitalisation
programmes with savings delivery on track.
3.8/5
Review of Finance function structure with aim to strengthen
talent pipeline and skills.
Successful review of finance function and leadership
team to strengthen the function and core capabilities.
5/5
ROCE improvement.
Delivered improved full year ROCE of 8.2%, versus 7.5%
for FY 2023.
3.5/5
Total bonus achieved against individual strategic targets
17.3%
Based on the assessment above, the overall outcome is 36.1% of the maximum bonus for the chief executive
officer and 35.4% for Harbant Samra for his time as the chief financial officer.
Taking into account overall performance during the year and strategic progress made, the remuneration
committee is satisfied that the outcomes are appropriate and no discretion has been applied.
As disclosed last year, as a good leaver, Jitesh Sodha was eligible to participate in the annual bonus scheme to
the extent that he worked his notice period. For the period that he was an executive director, he was eligible
for a bonus of up to 150% of salary, pro-rated for time up to the date he stepped down from the board. As he
was only on the board until 8 May 2024, his bonus was based on 50% group objectives (75% adjusted group
EBITDA and 25% group free cash flow) and 50% based on individual strategic objectives. The EBITDA and free
cash flow outcomes are the same as applied to the current executive directors. His individual objectives
related to overseeing the integration of Vita Health Group and the next stage of profitability enhancement
for the Doctors Clinic Group, delivering the 2023 full-year results and annual report, and a comprehensive
handover to Harbant Samra. This resulted in a bonus of £140,195 (61.3% of maximum and pro-rated for time
to 8 May 2024).
Long Term Incentive Plan (LTIP)
The performance period for awards granted in 2022 ended on 31 December 2024. This award was based
on targets linked to ROCE, relative TSR and operational excellence measures.
The performance targets for this award were disclosed in the 2022 directors’ remuneration report and the
result at the conclusion of the three-year performance period was as follows:
25% vests
50% vests
100% vests
Outcome
Percentage
outcome
Relative TSR v FTSE 250
(excluding investment
trusts) (35%)
Median1
Upper quartile
between
median and
upper quartile
13.97%
Return on capital
employed (35%)
6.0%1
7.3%
9.6%
8.2%
24.35%
Regulatory rating
(15%)
84% achieve
‘Good’ or above1
88% achieve
‘Good’ or above
94% achieve
‘Good’ or above
98% achieve
‘Good’ or above
15%
Employee engagement
(15%)
76%1
79%
82%
79%
7.5%
60.82%
1. There is no vesting for performance below these levels.
2. There is straight-line vesting between the points shown.
3. To ensure a more rounded assessment over the LTIP performance period, the employee engagement score has been measured using
a three-year average over the performance period.
Overall, the committee is satisfied that the outcomes from this award are supported by improvements in
underlying performance over the period and the experience of our shareholders. Therefore, the committee
is satisfied that the vesting outcomes are fully warranted.
Spire Healthcare Group plc
Annual Report and Accounts 2024
116
Governance report
Overview
Strategic report
Financial statements
Other information
Annual report on remuneration continued
Awards under the LTIP were granted to Justin Ash and Harbant Samra on 14 March 2024. No award was
granted to Jitesh Sodha. These awards were granted in the form of nil-cost options over Spire Healthcare
Group plc shares, with the number of shares that may vest conditional on performance over the three-year
period to 31 December 2026. The maximum award granted to executive directors was equivalent to 200%
of base salary.
The full details of the performance conditions applying to the 2024 awards are set out below:
25% vests
50% vests
100% vests
Relative TSR (20%)
Median
–
Upper quartile
Return on capital employed (35%)
8.6%
10.0%
11.0%
EBITDA margin hospital (15%)1
20.5%
21%
Regulatory ratings (15%)
84% achieve
‘Good’ or above
88% achieve
‘Good’ or above
94% achieve
‘Good’ or above
Employee engagement (15%)
76%
80%
82%
1.Rather than incorporating a lower threshold hurdle for vesting of 25% for EBITDA margin (hospital), the Committee concluded that
there will be no vesting under this element where performance is less than 20.5%
Outstanding share awards
The following table provides details of all outstanding awards, as at 31 December 2024, made to current
executive directors under the LTIP that remain within their three-year performance period:
Type of award
Date of grant
Number of shares Share price
Face value at grant1 End of performance period
Justin Ash
Conditional Share
Award (in the form
of nil-cost options)
14 March 2022 543,750
£2.296
£1,248,450
31 December 2024
15 March 2023 541,661
£2.374
£1,285,904
31 December 2025
14 March 2024 542,575
£2.370
£1,285,904
31 December 2026
Harbant
Samra
Conditional Share
Award (in the form
of nil-cost options)
14 March 2022 57,007
£2.296
£130,890
31 December 2024
15 March 2023 131,634
£2.374
£312,500
31 December 2025
14 March 2024 320,675
£2.370
£760,000
31 December 2026
1. The face value of awards made in 2024 was equivalent to 200% of base salary. The share price used to determine the number of shares
under the 2024 award was based on the average of the mid-market quotation at close of business over the five trading days ending
on 13 March 2024 (£2.370). The face value of awards made in 2022 and 2023 to Justin Ash were equivalent to 200% of base salary.
The 2022 and 2023 LTIP awards for Harbant Samra were in respect of his previous role.
2. The 2022, 2023 and 2024 awards are subject to relative TSR, ROCE and operational excellence conditions. Further detail on specific
targets is set out in the 2022 and 2023 directors’ remuneration reports.
.
The following table provides details of all outstanding awards, as at 31 December 2024, that have completed
their three-year performance period and have vested to current executive directors under the LTIP but remain
within the two-year holding period:
Type of award
Date of grant
Number of shares
originally awarded
Number of
shares lapsed
Number of shares
in two-year
holding period
End of two-year
holding period
Justin Ash
Conditional Share
Award (in the form
of nil-cost options)
6 April 2020
1,028,046
274,180
753,866
6 April 2025
18 March 2021 665,606
118,545
547,061
18 March 2026
The following table provides details of awards granted to the executive directors during 2024 under the
Deferred Share Bonus Plan, which relate to bonuses payable in respect of 2023 and disclosed in last year’s
remuneration report. Awards will normally vest three years after the grant date.
Type of award
Date of grant
Number of shares
Share price
Face value at grant
Justin Ash
Conditional Share
Award (in the form
of nil-cost options)
14 March 2024 152,786
£2.38
£363,633
Jitesh Sodha
Conditional Share
Award (in the form
of nil-cost options)
14 March 2024 68,533
£2.38
£163,110
This award will be released in 2027 and remains subject to malus terms during this period.
Sharesave
The company operates an HMRC-approved Savings-Related Share Option Plan (Sharesave). Participation in
Sharesave is conditional on three months’ service and executive directors may participate in the same way
as all other colleagues. Sharesave is an all-employee share plan and there are no performance conditions.
Date of grant
Number of shares
Option price
Awards are exercisable between
Justin Ash
26 April 2022
1,818
£1.98
1 June 2025 and 30 November 2025
Harbant
Samra
26 April 2022
1,818
£1.98
1 June 2025 and 30 November 2025
Spire Healthcare Group plc
Annual Report and Accounts 2024
117
Annual report on remuneration continued
Single total figure of remuneration – non-executive directors (audited)
The following table sets out the total remuneration for the non-executive directors for the year ended
31 December 2024.
(£000)
2024
Fees
2024
Benefits1
2024
Total
2023
Fees
2023
Benefits1
2023
Total
Sir Ian Cheshire
236.9
3.5
240.4
230.0
2.0
232.0
Martin Angle2
103.8
10.9
114.7
150.0
18.4
168.4
Paula Bobbett
58.4
0.3
58.7
56.7
–
56.7
Natalie Ceeney3
68.6
1.8
70.4
44.2
0.4
44.6
Professor Dame Janet Husband
103.0
8.9
111.9
95.6
15.7
111.3
Jenny Kay
58.4
1.5
59.9
56.7
0.9
57.6
Professor Cliff Shearman
58.4
1.9
60.3
56.7
2.0
58.7
Dr Ronnie van der Merwe4
50.0
–
50.0
50.0
–
50.0
Debbie White5
80.7
11.2
82.8
63.7
2.1
65.8
Total
818.2
40.0
849.1
803.6
41.5
845.1
1. Reasonable expenses incurred by any non-executive director will be reimbursed by the company but they have no other contractual
entitlement to benefits. For non-executive directors certain expenses relating to the performance of a non-executive director’s duties
in carrying out activities, such as travel to and from company meetings, are classified as taxable benefits by HMRC. In line with current
regulations these taxable benefits have been disclosed and are shown in the taxable benefits column in the directors’ remuneration
table above. The figures shown include the cost of the expenses grossed up for tax and national insurance.
2. Martin Angle sadly passed away in September 2024.
3. Natalie Ceeney was appointed an independent non-executive director on 1 May 2023.
4. Pursuant to the relationship agreement dated 22 June 2015 between the company and Mediclinic Jersey Limited, under which
Mediclinic Jersey Limited is entitled to nominate for appointment to the board one non-executive director, and Dr Ronnie van der
Merwe was appointed to the board on 24 May 2018. As a non-executive director nominated by the principal shareholder, the fees
for Dr Ronnie van der Merwe are paid to a subsidiary company within the Mediclinic Group Limited group.
5. Debbie White was appointed an independent non-executive director on 1 February 2023. She became the company’s senior
independent director on 12 May 2023.
Non-executive directors
The current non-executive chairman and independent non-executive directors’ fees are as follows levels:
– Non-executive chairman: £236,900
– Senior independent director: £77,250
– Vice chair: £103,000
– Basic fee for an independent non-executive directors: £58,350
– Basic fee for a non-independent non-executive directors: £50,000
– Chairs of audit and risk committee and remuneration committee: £10,300
Statement of directors’ shareholding and share interests (audited)
The table below sets out the directors’ shareholdings in the company. As noted above, executive directors
are expected to build up and maintain a holding equivalent to twice their base salary. In addition, executive
directors are required to retain this level of shareholding (or actual relevant holding on departure, if lower),
for two years after stepping down from the board. There is no requirement for non-executive directors to
hold shares in the company.
Shareholding
Guidelines
As at
31 December 2024
As at
31 December 2023
Proportion of
shareholding
guideline achieved1
Non-executive chairman
Sir Ian Cheshire
8,846
8,846
Executive directors
Justin Ash
848,740
578,268
296.78%
Harbant Samra2
34,884
3,302
9.75%
Non-executive directors
Paula Bobbett
–
–
Natalie Ceeney
–
–
Professor Dame Janet Husband
10,231
10,231
Jenny Kay
4,911
4,911
Professor Cliff Shearman
–
–
Dr Ronnie van der Merwe
–
–
Debbie White
–
–
1. Calculated based upon the closing share price on 31 December 2024 of £2.265. Unvested Deferred Share Bonus Plan (DSBP) shares
and vested LTIP awards subject to a holding period are only are taken into account on a net of tax basis for the purpose of the
guidelines. As noted above during 2025, shares relating to the 2022 LTIP will vest for both executive directors.
2. Harbant Samra was appointed to the board during 2024 and is making progress towards meeting the guideline.
There have been no changes to directors’ shareholdings between 31 December 2024 and the date this report
is signed off.
Spire Healthcare Group plc
Annual Report and Accounts 2024
118
Governance report
Overview
Strategic report
Financial statements
Other information
Annual report on remuneration continued
The table below sets out the directors’ interests in shares of the company which remain unvested or have
vested but are unexercised as at 31 December 2024. Unvested awards are structured as nil-cost options.
Options
Shares
Unvested and not
subject to
performance
conditions1
Unvested and
subject to
performance
conditions2
Unvested and not
subject to
performance
conditions3
Vested and not
subject to
performance
conditions4
Non-executive chairman
Sir Ian Cheshire
–
–
–
–
Executive directors
Justin Ash
1,818
1,627,986
364,266
1,300,927
Harbant Samra
1,818
509,316
0
0
Non-executive directors
Paula Bobbett
–
–
–
–
Natalie Ceeney
–
–
–
–
Dame Janet Husband
–
–
–
–
Jenny Kay
–
–
–
–
Professor Cliff Shearman
–
–
–
–
Dr Ronnie van der Merwe
–
–
–
–
Debbie White
–
–
–
–
1. Consists of awards granted under Sharesave.
2. Consists of grants under the LTIP that have been awarded but remain subject to performance conditions.
3. Consists of grants under the DSBP that have been awarded but remain unvested.
4. Consists of grants under the LTIP that have vested and currently subject to a two-year holding period.
Letters of appointment
Non-executive director
Date of appointment
Notice period
Date of expiry
Paula Bobbett
1 November 2022
2 months
No later than 30 June 2025
Natalie Ceeney
1 May 2023
2 months
No later than 30 June 2025
Sir Ian Cheshire
4 March 2021
12 months
No later than 30 June 2026
Dame Janet Husband
24 June 2014
2 months
No later than 30 June 2026
Jenny Kay
1 June 2019
2 months
No later than 30 June 2025
Professor Cliff Shearman
1 October 2020
2 months
No later than 30 June 2026
Dr Ronnie van der Merwe1
24 May 2018
n/a
No later than 30 June 2027
Debbie White
1 February 2023
3 months
No later than 30 June 2025
1. Pursuant to the relationship agreement dated 22 June 2015 between the company and Mediclinic Jersey Limited, under which
Mediclinic Jersey Limited is entitled to nominate for appointment to the board one non-executive director, Dr Ronnie van der Merwe
was appointed to the board on 24 May 2018. Dr Ronnie van der Merwe is considered to be a non-independent, non-executive director.
Service contracts
After appointment, executive directors will put themselves up for re-election at each annual general meeting.
Executive directors are employed under ongoing service contracts with the group. These contracts do not
have a fixed term of appointment. Copies of their service contracts are available to shareholders for
inspection at the company’s registered office.
Performance graph
The graph below illustrates Spire Healthcare Group plc’s TSR performance against the FTSE 250 (excluding
investment trusts) since 31 December 2014. Given that the company is a constituent of the FTSE 250 index,
the remuneration committee considers this an appropriate peer group.
0
50
100
150
200
31 Dec 14
31 Dec 15
31 Dec 16
31 Dec 17
31 Dec 18
31 Dec 19
31 Dec 20
31 Dec 21
31 Dec 22
31 Dec 23
31 Dec 24
Spire Healthcare Group plc
FTSE 250 (excluding investment trusts)
Source: ThomsonReuters Datastream
Spire Healthcare Group plc
Annual Report and Accounts 2024
119
Annual report on remuneration continued
The table below shows the total remuneration paid in respect of the chief executive officer role.
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Chief executive’s single figure remuneration (£000s)1,2
1,095.8
320.5
128.2
732.4
1,010.1
1,251.7
2,129.3
2,860.0
2,725.8
1,813.5
Annual bonus payout (% of maximum)
0%
0%
0%
0%
30%
35%
48.4%
53.0%
75.4%
36.1%
LTIP vesting (% of maximum)3
n/a
n/a
n/a
n/a
n/a
18.9%
53.75%
73.33%
82.19%
60.82%
1. 2017: Justin Ash was appointed chief executive officer on 30 October 2017. The value shown for 2017 therefore represents a part-year figure for his time in role. During 2017: (i) Garry Watts fulfilled the role of chief executive officer from 14 March 2016 to 12 June 2017
for which he was paid £714,600; and (ii) Simon Gordon undertook the role of interim chief executive officer between 13 June 2017 and 29 October 2017 for which he was paid c.£243,000.
2. 2016: Rob Roger stepped down from the board on 30 June 2016. The value shown for 2016 therefore represents a part-year figure for his time in the role. Garry Watts fulfilled the role of chief executive officer from 14 March 2016 to 12 June 2017.
3. Rob Roger and Garry Watts did not have any LTIP awards vesting in respect of 2016; for other participants the LTIP based on performance to 31 December 2016 vested at 50% of maximum. Similarly, Justin Ash and Garry Watts did not have any LTIP awards vesting in respect
of 2017, 2018 or 2019; for other participants (including Simon Gordon) the LTIP based on performance to 31 December 2017 and 31 December 2018 lapsed in full while the LTIP based on performance to 31 December 2019 vested at 3.75% of maximum.
Annual change in remuneration
In line with the requirements in The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table below shows the annual percentage change in remuneration (based on
salary or fees, benefits and annual bonus). Given the small number of people employed by the Spire Healthcare Group plc entity, data for all employees of the group has been included.
2024
2023
2022
2021
2020
Salary/fee
FY24 vs FY23
Benefits
FY24 vs FY23
Annual Bonus
FY24 vs FY23
Salary/fee
FY23 vs FY22
Benefits
FY23 vs FY22
Annual
Bonus FY23
vs FY22
Salary/fee
FY22 vs FY21
Benefits
FY22 vs FY21
Annual Bonus
FY22 vs FY21
Salary/fee
FY21 vs FY20
Benefits
FY21 vs FY20
Annual Bonus
FY21 vs FY20
Salary/fee
FY20 vs FY19
Benefits
FY20 vs FY19
Annual Bonus
FY20 vs FY19
Chairman
Sir Ian Cheshire1
3.0%
75.0%
–
0%
122.2%
–
0%
100%
–
–
–
–
–
–
–
Executive directors
Justin Ash
0.9%
1.6%
(52)%
2.0%
79.6%
46.6%
1.0%
45.1%
9.5%
1.0%
2.9%
40.4%
(4.5)%
(0.1)%
16.7%
Harbant Samra2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Jitesh Sodha3
(64.5)%
(65.9)%
(71)%
2.0%
(16.3)%
48.5%
1.0%
20.1%
(3.6)%
5.8%
0%
65.2%
(4.5)%
0%
16.7%
Non-executive directors
Martin Angle4
(30.8)%
(40.8)%
–
0%
72.2%
–
0%
400.0%
–
0%
(64.4)%
–
0%
(59)%
–
Paula Bobbett5
3.0%
100.0%
–
0%
–
–
0%
–
–
–
–
–
–
–
–
Natalie Ceeney5
55.2%
350.0%
–
0%
–
–
–
–
–
–
–
–
–
–
–
Dame Janet Husband
7.7%
(43.3)%
–
34.3%
127.5%
–
1.7%
137.9%
–
0%
(60.3)%
–
0%
(67.6)%
–
Jenny Kay
3.0%
66.7%
–
1.98%
100.0%
–
1.1%
–
–
0%
–
–
0%
(100)%
–
Professor Cliff Shearman
3.0%
(5.0)%
–
2.0%
53.85%
–
1.1%
100.0%
–
–
–
–
–
–
–
Dr Ronnie van der Merwe
0%
–
–
0%
–
–
0%
–
–
0%
–
–
0%
–
–
Debbie White5
26.7%
433.3%
–
0%
–
–
–
–
–
–
–
–
–
–
–
Average employee
6.8%
1.8%
(45.9)%
4.7%
5.1%
60.0%
4.4%
11.8%
(1.4)%
2.3%
11.2%
4.4%
5.3%
2.7%
75.7%
1. Sir Ian Cheshire was appointed chairman-designate on 4 March 2021. To provide a meaningful comparison of percentage increase his fee received as chairman for 2022 has been considered on a full-time equivalent basis.
2. Harbant Samra joined the Board on 9 May 2024.
3. Jitesh Sodha stepped down from the Board on 9 May 2024. The change in remuneration is based on the single total figure of remuneration.
4. For Martin Angle the change in remuneration for 2024 is based on the single total figure of remuneration.
5. Paula Bobbett, Natalie Ceeny and Debbie White were appointed independent non-executive director on 1 November 2022, 1 May 2023 and 1 February 2023 respectively. To provide a meaningful comparison of percentage increase Paula’s fee for 2022 and Natalie’s and
Debbie’s fees for 2023 have been considered on a full-time equivalent basis.
Spire Healthcare Group plc
Annual Report and Accounts 2024
120
Governance report
Overview
Strategic report
Financial statements
Other information
Annual report on remuneration continued
Relative importance of spend on pay
£(m)
2024
2023
% change
Total remuneration
571.7
477.2
19.8%
Distributions to shareholders
8.5
2.0
425%
CEO pay ratio for 2024
The table below shows the ratio of the total remuneration of the chief executive officer to that of the lower
quartile, median and upper quartile employees and bank workers in 2024, consistent with the regulations.
Year
Method
P25 (LQ)
P50 (Median)
P75 (UQ)
2019
A
Pay Ratio
50:1
35:1
25:1
2020
A
Pay Ratio
61:1
45:1
31:1
2021
A
Pay Ratio
92:1
66:1
42:1
2022
A
Pay Ratio
122:1
89:1
62:1
2023
A
Pay Ratio
107:1
81:1
55:1
2024
A
Pay Ratio
68:1
52:1
37:1
Spire Healthcare has compared the total remuneration of the chief executive officer to UK employees for the
12 months ending 31 December 2024 on a full-time equivalent basis. The company has determined the P25,
P50 and P75 individuals with reference to a ranking of total remuneration.
The company’s principles for pay setting and progression in our wider workforce are the same as for our
executives which form a total reward proposition which is competitive to attract and retain the highest
quality of talent in a difficult market, while providing opportunities for development and career progression.
The median pay ratio reported is consistent with the wider policies in place at Spire Healthcare. All employees
are eligible for pay increases, recognition awards, participation in Sharesave, and career and development
opportunities.
The pay for the chief executive officer is, by design, intended to have a larger proportion linked to
performance-based variable pay, and therefore the pay ratio would be expected to vary year-on-year and be
higher in years when the business performs well. The CEO pay ratio is lower in 2024 due to lower variable pay.
There is no discernible trend between the period from 2019 to 2024. For colleagues, the year-on-year change
in remuneration reflects the application of annual salary review of 2.75% for majority of permanent
colleagues and investment in the reward framework for hospitals.
Notes to the calculation
– The 2024, total remuneration for the colleagues identified at P25, P50 and P75 are as follows: £26,785,
£34,833, £49,062
– The 2024, base salary for the colleagues identified at P25, P50 and P75 are as follows: £24,180, £32,866,
£42,385
– Under option A, the ratios are based on the full-time equivalent total remuneration which includes base
salary, incentive payments, taxable benefits and pension benefits for the financial year 1 January to
31 December 2024
– Option A is selected as it is considered to provide the most transparent approach to calculation
– Vita Health Group is included in the 2024 calculation
– The reference colleagues at the 25th, 50th and 75th percentile have been determined by reference to the
last day of the financial year, 31 December 2024
– In accordance with the regulations, employees and bank workers have been included, while non-executive
directors, contractors and medical consultants have not been included
– A total of 15,281 employees and bank workers were included in the calculation of the CEO Pay ratio.
Colleagues on reduced pay due to long-term sickness absence, maternity leave or with zero pay in 2024
were excluded from the calculation
– Pay for each colleague is calculated in accordance with the single figure of remuneration. All components
of remuneration are presented on a full-time equivalent basis by dividing sums by the number of hours
for the portion of the year worked, and subsequently multiplying by the relevant annual full-time hours
– Bank workers do not participate in the annual bonus plan, Long-Term Incentive Plan and do not have any
taxable benefits
– A significant portion of the chief executive officer’s pay is variable. The pay ratio is, therefore, significantly
impacted by the outcomes of variable pay plans
– The full amount of the annual bonus for the chief executive officer for 2024 is included in the total
remuneration figure, including the portion deferred into shares
Spire Healthcare Group plc
Annual Report and Accounts 2024
121
Annual report on remuneration continued
Departure terms for Jitesh Sodha
As fully disclosed in the 2023 directors’ remuneration report and set out here again for completeness,
Jitesh Sodha stepped down from the board and his role as chief financial officer upon conclusion of the 2024
annual general meeting. After stepping down from the board, Jitesh initially supported his successor with
transition before focusing on a number of strategic initiatives for the remainder of his 12-month notice
period. While Jitesh remains an employee, he will continue to receive his base salary and benefits. Healthcare
benefits will cease 12 months after the end of his notice period. As Jitesh will continue to work his notice
period, he will not receive any payment in lieu of notice or any other termination payment. He will also
be provided with professional fees in relation to legal and career transition support of up to £55,000.
In light of Jitesh’s performance and contribution during his tenure, he was treated as a ‘good leaver’ for
incentive plan purposes. Outstanding deferred bonus awards and LTIP awards subject to a holding period
will be released at the normal time. LTIP awards that are unvested at cessation of employment will be
pro-rated for time and will remain subject to performance assessed at the end of the relevant performance
period. Jitesh was not granted a further LTIP award in respect of 2024. Details of the 2024 bonus earned
while on the board are included in the single figure table.
The post-employment shareholding requirement as set out in the annual report on remuneration will apply
for a period of two years from the date he stepped down from the board.
Advice provided to the remuneration committee
During the course of the year, Deloitte LLP provided external advice to the remuneration committee and
its total fees were £94,000 (2023: £84,800). During 2024, Deloitte LLP also provided other consulting
services to the group. Deloitte LLP has voluntarily signed up to the remuneration consultants’ code of
conduct in relation to executive remuneration consulting during the year. The remuneration committee
is comfortable that the Deloitte LLP engagement partner and team that provides remuneration advice to
the remuneration committee do not have connections with the company or any of its directors that may
impair their independence.
The non-executive chairman, chief executive officer, chief financial officer, group people director and
company secretary attended committee meetings by invitation in order to provide the remuneration
committee with additional context. No individual participates in decisions regarding their own remuneration.
Statement of voting at 2024 annual general meeting
The following table sets out the voting in respect of the resolutions to approve the company’s directors’
remuneration policy (voted on by shareholders in 2024) and 2023 directors’ remuneration report put to
shareholders at the company’s annual general meeting held on 9 May 2024:
Resolution at 2024 AGM
Votes for
% of vote
Votes against
% of vote
Votes withheld
Approve the 2023 Directors’
Remuneration Report
358,701,978
98.67%
4,845,191
1.33
8,287
Resolution at 2024 AGM
Votes for
% of vote
Votes against
% of vote
Votes withheld
Approve the Directors’
Remuneration Policy
358,607,641
98.64%
4,942,028
1.36
5,787
This report on directors’ remuneration will be put to an advisory vote at the annual general meeting on
14 May 2025. The directors confirm that this report has been prepared in accordance with the Companies
Act 2006 and reflects the provisions of the Large and Medium-sized Companies and Groups (Accounts
and Reports) (Amendment) Regulations 2013. It also includes updates to legislation from The Companies
(Miscellaneous Reporting) Regulations 2018 (SI 2018/860) and The Companies (Directors’ Remuneration
Policy and Directors’ Remuneration Report) Regulations 2019. The report was approved at a meeting of
the directors held on 5 March 2025.
Details of all resolutions passed at the annual general meeting held on 9 May 2024 can be found on page 96.
Natalie Ceeney
Chair, Remuneration Committee
5 March 2025
Spire Healthcare Group plc
Annual Report and Accounts 2024
122
Governance report
Overview
Strategic report
Financial statements
Other information
Directors’ report
The directors submit their annual report together with the audited
financial statements of Spire Healthcare Group plc (the ‘company’)
together with its subsidiaries (the ‘group’) for the year ended
31 December 2024.
Certain disclosure requirements for inclusion in this directors’ report
have been incorporated by cross reference to the strategic report on
pages 1 to 83 and the directors’ remuneration report on pages 111 to
122, and should be read in conjunction with this report. The following,
included in the strategic report, also form part of this report:
– Greenhouse gas emissions, which can be found in sustainability
from page 38, engagement with stakeholders from page 55 and
TCFD reporting from page 77
– Employees, which can be found in strategy from page 21,
sustainability from page 38 and engaging with stakeholders
from page 55
– The corporate governance report on pages 91 to 96
– Our strategy on pages 21 to 37
A description of the group’s exposure and management of risks is
provided in risks management and internal control from page 65.
Information regarding the company’s gender pay gap reporting and
charitable donations can be found in sustainability from page 38
and in engaging with stakeholders from page 55.
Registered office
The company’s registered office and principal place of business
is 3 Dorset Rise, London EC4Y 8EN.
Annual general meeting
The annual general meeting of Spire Healthcare Group plc will be held
at 11.00am on 14 May 2025. Full details of shareholder attendance
at the meeting will be provided in the 2025 notice of annual general
meeting and at www.spirehealthcare.com/AGM.
At the meeting, resolutions will be proposed to receive the 2024 annual
report and financial statements, approve a final dividend, approve the
directors’ remuneration report and the directors’ remuneration policy,
re-elect directors and to reappoint Ernst & Young LLP as auditor.
Shareholders will also be asked to authorise the directors to hold
general meetings at 14 clear days’ notice (where this flexibility is
merited by the business of the meeting and is thought to be in the
interests of shareholders as a whole). Further items of business to be
proposed at the annual general meeting are described throughout this
directors’ report.
Dividends
The directors recommend the payment of a final dividend in respect
of the year ended 31 December 2024 of 2.3 pence per ordinary share
(2023: 2.1 pence per share). Subject to shareholders approving the
recommendation at the annual general meeting, the final dividend
will be paid on 20 June 2025 to shareholders on the register as at
23 May 2025.
Board of directors
The following changes were made to the board of directors between
1 January 2024 and signing of this report:
– Jitesh Sodha stepped down from the Board in May 2024;
– Harbant Samra was appointed chief financial officer in May 2024; and
– Martin Angle sadly passed away in September 2024.
Dame Janet Husband will step down from the Board at the conclusion
of the annual general meeting on 14 May 2025 and not seek re-election
by shareholder. Jill Anderson and Sir David Sloman will be appointed
non-executive directors on 6 March 2025. As a result of Sir David’s
appointment with AXA UK and Ireland, the Company does not consider
him to be independent.
A list of the current directors of Spire Healthcare Group plc can be found
on pages 97 to 99.
The UK Corporate Governance Code provides for all directors of
FTSE companies to stand for re-election by shareholders every year.
Accordingly, all members of the board, with the exception of Dame Janet
Husband who will step down as a director, will retire and seek re-election
at this year’s annual general meeting. Full biographical details of all of
the directors can be found on pages 98 and 99.
Further information on the contractual arrangements of the executive
directors is given on pages 114. The non-executive directors do not have
service agreements.
Powers of the directors
The business of the company is managed by the directors who
may exercise all the powers of the company, subject to any relevant
legislation, any directions given by the company by passing a special
resolution and to the company’s articles of association. The articles,
for example, contain specific provisions concerning the company’s
power to borrow money and issue shares.
Appointment and removal of directors
Rules relating to the appointment and removal of the directors are
contained within the company’s articles of association.
Director’s indemnities
See page 94 in the corporate governance section.
Amendment of articles of association
The company may only make amendments to the articles of
association of the company by way of special resolution of the
shareholders, in accordance with the Companies Act 2006.
Employees
The group is an equal opportunities employer and is committed
to creating an environment which will attract, retain and motivate
its people, by creating a working environment in which individuals
are able to make best use of their skills, free from discrimination
or harassment, and in which all decisions are based on merit.
Spire Healthcare employs people who consider themselves to have
a disability (a physical or mental impairment which has a substantial
and long-term adverse effect on their ability to carry out normal
day-to-day activities).
Employees who consider themselves to have a disability are under no
obligation to inform their employer of this, however, we are fully aware
of, and comply with, our obligations in accordance with the relevant
provisions of the Equality Act 2010.
We remain committed to colleague involvement throughout the
business. Colleagues are kept well informed of the clinical and financial
performance of the facility that they work in as well as the group more
widely. Examples of colleague involvement and engagement are
highlighted throughout this annual report. When appropriate,
consultations with employee and union representatives take place.
The group gives full and fair consideration to applications for
employment from disabled persons. Should an employee become
disabled during their employment with Spire Healthcare, every effort
is made to enable them to continue their service with the group.
Further information on our colleagues can be found under strategy
from page 21 and engagement with stakeholders from page 55.
Spire Healthcare Group plc
Annual Report and Accounts 2024
123
Directors’ report continued
Statement regarding fostering relationships with suppliers,
customers and others
Explanation of how the directors have fostered the company’s business
relationships with suppliers, customers, employees and others, and
taken each group into account when making principal decisions can
be found under engagement with stakeholders from page 55.
Political donations and expenditure
The group made no political donations during the year. Although the
company does not make, and does not intend to make, donations to
political parties, within the normal meaning of that expression, the
definition of political donations under the Companies Act 2006 is
very broad and includes expenses legitimately incurred as part of the
process of talking to members of parliament and opinion formers to
ensure that the issues and concerns of the group are considered and
addressed. These activities are not intended to support any political
party and the group’s policy is not to make any donations for political
purposes in the normally accepted sense.
A resolution will therefore be proposed at the annual general meeting
seeking shareholder approval for the directors to be given authority
to make donations and incur expenditure which might otherwise be
caught by the terms of the Companies Act 2006. The authority sought
will be limited to a maximum amount of £100,000.
Share capital
As at the date of this report, Spire Healthcare Group plc had an issued
share capital of 402,759,599 ordinary shares of 1 pence each, being the
total number of shares with voting rights.
Equiniti Trust (Jersey) Limited, as trustee of the company’s Employee
Benefit Trust, holds 388,184 ordinary shares of 1 pence each (2023:
312,160). Further details can be found in note 22 on page 155.
The rights attaching to the shares are set out in the articles of
association. There are no restrictions on the transfer of ordinary shares
in the capital of the company other than those which may be imposed
by law from time-to-time. There are no special control rights in relation
to the company’s shares and the company is not aware of any
agreements between holders of securities that may result in restrictions
on the transfer of securities or on voting rights. In accordance with the
Disclosure Guidance and Transparency Rules, certain employees are
required to seek approval prior to dealing in the company’s shares. The
company’s entire issued ordinary share capital is listed on the premium
segment of the Official List of the Financial Conduct Authority and to
unconditional trading on the London Stock Exchange plc’s main market
for listed securities.
Further information relating to the company’s issued share capital can
be found in note 22 to the company’s financial statements on page 155.
The company announced in October 2024 a return of up to £5 million
of cash to its shareholders through the means of an on-market share
buyback programme. The sole purpose of the programme was to reduce
the issued share capital of the Company, delivering further value for
shareholders, and any ordinary shares purchased under the programme
will be cancelled. A total of 1,388,749 shares were purchased under
the buyback programme by the year-end. No shares were acquired
by forfeiture or surrender or made subject to a lien or charge. Details
of the shares purchased by the company’s Employee Benefit Trust
are shown in note 22 on page 155.
Allot shares and pre-emption rights
Shareholders will be asked to renew both the general authority of the
directors to issue shares and to authorise the directors to issue shares
without applying the statutory pre-emption rights. In this regard, the
company will continue to adhere to the provisions in the pre-emption
group’s Statement of Principles.
Further details on these matters can be found in the 2025 notice of
annual general meeting.
Voting rights
In a general meeting of the company, on a show of hands, every member
who is present in person or by proxy and entitled to vote shall have one
vote. On a poll, every member who is present in person or by proxy shall
have one vote for every share of which they are the holder.
Restrictions on voting
Unless the directors otherwise determine, a shareholder shall not be
entitled to vote either personally or by proxy:
– If any call or other sum presently payable to the company in respect
of that share remains unpaid or
– Having been duly served with a notice to provide the company with
information under Section 793 of the Companies Act 2006, and has
failed to do so within 14 days, for so long as the default continues
Directors’ interests in shares
The beneficial interests of the directors’ and their families in the shares
of the company are detailed on page 118.
During the year, no director had any material interest in any contract
of significance to the group’s business.
Employee share scheme participation
The company’s operates an all-employee Sharesave scheme which has
been well received by colleagues. This is an important part of our total
reward package and encourages and supports employee share
ownership.
Material interests in shares
As of 5 March 2025, the company has been notified by the following
investors of their interests in 3% or more of the company’s issued share
capital. These interests were notified to the company pursuant to
Disclosure Guidance and Transparency Rule 5:
Shareholder
% disclosed
Mediclinic International Limited
29.9
Toscafund Asset Management
18.1
FIL Limited
10.6
Bridgemere Securities
4.1
Melquart Opportunities Master Fund Limited
3.8
Spire Healthcare Group plc
Annual Report and Accounts 2024
124
Governance report
Overview
Strategic report
Financial statements
Other information
Directors’ report continued
Significant agreements
The following agreements are considered to be significant in terms
of their potential impact on the business of the group as a whole and
could alter or terminate on a change of control of the group:
– The group’s bank facility agreement contains provisions entitling the
counterparties to exercise termination or other rights in the event
of a change of control
– There are a number of contracts which allow the counterparties
to alter or terminate those arrangements in the event of a change
of control of the company. These arrangements are commercially
sensitive and confidential and their disclosure could be seriously
prejudicial to the group
– The company’s share incentive plans contain provisions relating to
a change of control and full details of these plans are provided in the
directors’ remuneration report on pages 111 to 122. Outstanding
options and awards would normally vest and become exercisable
on a change of control, subject to the satisfaction of performance
conditions, if applicable, at that time
The relationship agreement entered into with Mediclinic Jersey Limited
(formerly called Remgro Jersey Limited), a subsidiary of Mediclinic
International PLC, in June 2015 is deemed a material agreement
between the company and its principal shareholder. The agreement
does not include a change of control provision but does terminate
upon the earlier of the company’s ordinary shares ceasing to be listed
and traded on the London Stock Exchange’s main market for listed
securities and the principal shareholder ceasing to be entitled, in
aggregate, to exercise or to control the exercise of 15% or more of the
votes to be cast on all or substantially all matters of a general meeting
of the company.
Compensation for loss of office
There are no agreements between the group and its directors
or employees providing for compensation for loss of office or
employment that occurs as a result of a change of control.
Disclosures required under UK listing rule 6.6.1R
The table below is included to meet the requirements of UK Listing Rule
section 6.6.1R. The information required to be disclosed by that section,
where applicable to the company, can be located in the annual report
2024 at the references set out above.
Information required
Location in Annual Report 2024
Long-term incentive schemes
Directors’ Remuneration
Report pages 116 to 117
Equity securities allotted for cash
Note 22 on page 155
Parent and subsidiary undertakings
Note 17 on page 152
Subsisting significant agreements
Page 125
Controlling shareholder relationships
Page 125
Financial risk
The group’s disclosure regarding financial risk is disclosed in note 33
on page 162 of the financial statements.
Events after the reporting period
On 21 February 2025 Brighton Orthopaedic and Sports Injury Clinic
Limited formally notified Spire Healthcare of the intention to exercise
their put option for Spire Healthcare to purchase the remaining 25%
interest in Montefiore House Limited. A financial liability of £8.0 million
is provided for this purchase, refer to note 24 on page 157.
Going concern
The group assessed going concern risk for the period through to 30 June
2026. As at 31 December 2024 the group had cash of £41.2 million and
borrowings of £365 million of which £325 million is a Senior Loan Facility
and £40 million drawn Revolving Credit Facility (RCF). The Group has
access to an undrawn Revolving Credit Facility of £60 million. On 3 March
2023, the group exercised the option to extend the senior loan facility
and RCF by a further year to February 2027. The financial covenants
relating to this agreement are materially unchanged and there have
been no modifications to the agreement terms.
The group has undertaken extensive activity to identify plausible risks
which may arise and mitigating actions, which in the first instance would
include management of working capital and constrained levels of capital
investment. Based on the current assessment of the likelihood of these
risks arising by 30 June 2026, together with their assessment of the
planned mitigating actions being successful, the directors have concluded
it is appropriate to prepare the accounts on a going concern basis. In
arriving at their conclusion, the directors have also noted that, were these
risks to arise in combination, it could result in a liquidity constraint or
breach of covenant. However, the risk of this is considered remote.
The group has also assessed, as part of its reverse stress testing, what
degree of downturn in trading it could sustain before it breaches its
financial covenant. This stress testing was based on flexing revenue
downwards with a consistent percentage decline in variable costs,
whilst maintaining the forecast of fixed costs. The testing allows for
the benefit of mitigating actions that could be taken by management
to preserve cash. This testing suggested that there would have to be at
least a 30% fall in annual forecast revenue before the group breaches
its financial covenant, we believe that the risk of an event giving rise
to this size of reduction in revenue is remote.
It should be noted that we remain in a period of material geopolitical
and macroeconomic uncertainty. Whilst the directors continue to
closely monitor these risks and their plausible impact, their severity
is hard to predict and is dependent upon many external factors.
Accordingly, the actual financial impact of these risks may materially
vary against the current view of their plausible impact.
Disclosure of information to auditor
Having made enquiries of fellow directors and of the company’s
auditor, each of the directors confirms that:
– To the best of their knowledge and belief, there is no relevant audit
information of which the company’s auditor is unaware
– They have taken all the steps a director might reasonably be
expected to have taken to be aware of relevant audit information
and to establish that the company’s auditor is aware of that
information
Reappointment of auditor
Resolutions for the reappointment of Ernst & Young LLP as the
auditor of the company and to authorise the directors to determine
its remuneration will be proposed at the annual general meeting.
Ernst & Young LLP has expressed its willingness to be reappointed.
The directors’ report has been approved by the board and is signed
on its behalf by:
Mantraraj Budhdev
Company Secretary
5 March 2025
Spire Healthcare Group plc
Annual Report and Accounts 2024
125
Statement of directors’ responsibilities
The directors are responsible for preparing the annual report and the
group’s financial statements in accordance with applicable United
Kingdom law and regulations.
Company law requires the directors to prepare financial statements
for each financial year. Under that law the directors have elected
to prepare the group and parent company financial statements in
accordance with UK adopted International Accounting Standards
(‘UK-adopted IFRS’) as issued by the International Accounting Standards
Board (‘IASB’) and in accordance with the Companies Act 2006. Under
company law the directors must not approve the group’s financial
statements unless they are satisfied that they give a true and fair view
of the state of affairs of the group and the company and of the profit
or loss of the group and the company for that period.
In preparing these financial statements the directors are required to:
– Select suitable accounting policies in accordance with IAS 8
accounting policies, changes in accounting estimates and errors
and then apply them consistently
– Make judgements and accounting estimates that are reasonable
and prudent
– Present information in a manner that provides relevant, reliable,
comparable and understandable information
– Provide additional disclosures when compliance with the specific
requirements in IFRSs is insufficient to enable users to understand
the impact of particular transactions, other events and conditions on
the group and company financial position and financial performance
– In respect of the group financial statements, state whether
UK-adopted International Accounting Standards have been followed,
subject to any material departures disclosed and explained in the
financial statements
– In respect of the parent company financial statements, state
whether UK-adopted International Accounting Standards have been
followed, subject to any material departures disclosed and explained
in the financial statements
– Prepare the financial statements on the going concern basis unless
it is appropriate to presume that the company and/or the group will
not continue in business
The directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the company’s and group’s
transactions and disclose with reasonable accuracy at any time the
financial position of the company and the group and enable them to
ensure that the company and the group financial statements comply
with the Companies Act 2006. They are also responsible for safeguarding
the assets of the group and parent company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the directors are also responsible
for preparing a strategic report, directors’ report, directors’ remuneration
report and corporate governance statement that comply with that law
and those regulations. The directors are responsible for the maintenance
and integrity of the corporate and financial information included on the
company’s website.
Each of the directors confirms that, to the best of their knowledge:
– That the consolidated financial statements, prepared in accordance
with UK-adopted International Accounting Standards give a true and
fair view of the assets, liabilities, financial position and profit of the
parent company and undertakings included in the consolidation
taken as a whole
– That the annual report, including the strategic report, includes
a fair review of the development and performance of the business
and the position of the company and undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face
– That they consider the annual report, taken as a whole, is fair, balanced
and understandable and provides the information necessary for
shareholders to assess the company’s position, performance, business
model and strategy
By order of the board.
Justin Ash
Chief Executive Officer
5 March 2005
Harbant Samra
Chief Financial Officer
5 March 2005
Spire Healthcare Group plc
Annual Report and Accounts 2024
126
Governance report
Overview
Strategic report
Financial statements
Other information
Independent auditor’s report
Opinion
In our opinion:
– Spire Healthcare Group plc’s group financial statements and parent company financial statements
(the ‘financial statements’) give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 31 December 2024 and of the group’s profit for the year then ended
– the group financial statements have been properly prepared in accordance with UK adopted international
accounting standards
– the parent company financial statements have been properly prepared in accordance with UK adopted
international accounting standards as applied in accordance with section 408 of the Companies Act 2006; and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006
We have audited the financial statements of Spire Healthcare Group plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise:
Group
Parent company
Consolidated balance sheet as at 31 December 2024
Balance sheet as at 31 December 2024
Consolidated income statement for the year then
ended
Statement of changes in equity for the year then ended
Consolidated statement of comprehensive income
for the year then ended
Statement of cash flows for the year then ended
Consolidated statement of changes in equity for the
year then ended
Related notes C1 to C13 to the financial statements,
including: material accounting policy information
Consolidated statement of cash flows for the year
then ended
Related notes 1 to 36 to the financial statements,
including: material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted
international accounting standards and as regards the parent company financial statements, as applied in
accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion
Independence
We are independent of the group and parent in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent
company and we remain independent of the group and the parent company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the group and parent company’s ability to continue to adopt the going concern basis of
accounting included:
– The audit engagement partner and senior team members directed and supervised the audit procedures on
going concern, in particular assessing the going concern models, assumptions therein and the result of stress
testing scenarios.
– In conjunction with our walkthrough of the group’s financial close process, we confirmed our understanding
of management’s going concern assessment process and also engaged with management early to ensure all
key factors were considered in its assessment;
– In obtaining an understanding of management’s rationale for the use of the going concern basis of
accounting we have challenged the completeness of the assessment by ensuring that management had
considered all principal risks as well as emerging issues within the assessments;
Managements’ assessment and assumptions
– We obtained management’s board approved forecast cash flows and covenant calculations covering the
period of assessment from the financial statement approval date to 30 June 2026. We checked the models
for arithmetical accuracy and considered the group’s historical forecasting accuracy;
– We evaluated the appropriateness of the duration of the going concern assessment period to 30 June
2026 and considered the existence of any significant events or conditions beyond this period based on our
enquiries of management, the group’s five-year plan and knowledge arising from other areas of the audit;
– We assessed the reasonableness of the cashflow forecast by analysis of management’s historical
forecasting accuracy and understanding how any anticipated impact of inflation on consumer spending
and shortage in healthcare professionals have been modelled.
– We evaluated the relevance and reliability of the underlying data used to make the assessment through
considering corroborating evidence from external sources. We read analyst reports to identify potentially
contradictory evidence on future profitability to challenge the going concern assessment. We ensured
that climate change considerations were factored into future cash flows.
Debt covenants
– We obtained all the group’s borrowing facility agreements and performed a detailed examination of these
agreements. We assessed their continued availability to the group throughout the going concern period
and ensured the completeness of covenants identified by management.
– We extended our procedures (including inquiries of management, considering the maturity of debt/
availability of access to future financing in the viability period) to consider events beyond 30 June 2026.
We have also inquired with our internal debt advisory specialists over the availability and prospects of
Spire’s refinancing options based on the corporate finance market for the sector, noting the maturity
of facilities due to expire after the going concern period in February 2027.
– We evaluated the compliance of the group with debt covenants in the forecast period by reperforming
calculations of the covenant tests. We further assessed the impact of the downside risk scenarios on
covenant compliance and applied sensitivity analysis.
Spire Healthcare Group plc
Annual Report and Accounts 2024
127
Independent auditor’s report continued
Stress testing and evaluation of management’s plans for future actions
– We performed an independent reverse stress test to understand what it would take to breach available
liquidity and exhaust covenant headroom.
– We considered management’s plausible downside risk scenarios of the group’s cash flow forecast models
and their impact on forecast liquidity and banking covenants, specifically whether the downside risks
were reasonably possible. We considered the adverse effects that could arise from these risks individually
and also selected risks in combination.
– We considered the likelihood of management’s ability to execute feasible mitigating actions available to
respond to the downside risk scenarios based on our understanding of the group and the sector, including
considering whether those mitigating actions were controllable by management.
Disclosures
– We considered whether management’s disclosures within the annual report and accounts, sufficiently
and appropriately capture the impacts of the group’s principal risks on the going concern assessment
and through consideration of relevant disclosure standards.
Our key observations were:
– The directors’ assessment forecasts that the group will remain compliant with its debt covenants and
maintain sufficient liquidity throughout the Going Concern assessment period.
– Stress testing performed indicated a 30% downturn in revenue, after taking into consideration controllable
mitigating actions, is required for the group to breach its debt covenants. Management considers such a
scenario is not plausible, however, in such an event management considers that the controllable mitigating
actions would include management of working capital and constrained levels of capital investment. The
group’s principal source of funding extends beyond the going concern period to 2027. No loan repayments
are due in the going concern period.
Based on the work we have performed, we have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant doubt on the group and parent company’s
ability to continue as a going concern for a period to 30 June 2026.
In relation to the group and parent company’s reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report. However, because not all future events or conditions can be predicted,
this statement is not a guarantee as to the group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope
– We performed an audit of the complete financial information of two components and
audit procedures on specific balances for a further nine components. We performed
central procedures on financial statement line items as detailed in the ‘Tailoring the
scope’ section below.
Key audit matters
– Risk of impairment to intangible and tangible assets
– Manipulation of NHS revenue by changes to the pricing master file
– Misstatement due to management posting fraudulent manual journal entries to
revenue
Materiality
– Overall group materiality of £6.5 million which represents 2.6% of Earnings Before
Interest, Tax, Depreciation and Amortisation (‘EBITDA’).
An overview of the scope of the parent company and group audits
Tailoring the scope
In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK) 600
(Revised). We have followed a risk-based approach when developing our audit approach to obtain sufficient
appropriate audit evidence on which to base our audit opinion. We performed risk assessment procedures,
with input from our component auditors, to identify and assess risks of material misstatement of the group
financial statements and identified significant accounts and disclosures. When identifying components at
which audit work needed to be performed to respond to the identified risks of material misstatement of the
group financial statements, we considered our understanding of the group and its business environment, the
potential impact of climate change, the applicable financial framework, the group’s system of internal control
at the entity level, the existence of centralised processes, applications and any relevant internal audit results.
We determined that centralised audit procedures would be performed on goodwill, right-of-use assets, lease
liabilities, financial asset, investment in subsidiaries, intercompany, cash and cash equivalents, revenue,
taxation and equity.
We then identified two components as individually relevant to the group due to materiality or financial size
of the component relative to the group. These were the hospitals operating segment and the head office
corporate entity. We then identified an additional thirteen components as individually relevant to the group
based on the materiality of specific accounts relative to the group or due to the presence of significant events
and conditions underlying the identified risks of material misstatement of the group’s financial statements.
These comprised a number of the group’s key operating businesses across the primary care segment and
hospitals segment.
We then considered whether the remaining group significant account balances not yet subject to audit
procedures, in aggregate, could give rise to a risk of material misstatement of the group financial statements.
We selected nine further components of the group to include in our audit scope to address these risks which
consisted of holding companies.
Of the eleven components within the scope of audit, we designed and performed audit procedures on the
entire financial information of two components (‘full scope component’). For nine components, we designed
and performed audit procedures on specific significant financial statement account balances or disclosures
of the financial information of the component (‘specific scope components’).
Our scoping to address the risk of material misstatement for each key audit matter is set out in the key audit
matters section of our report.
Spire Healthcare Group plc
Annual Report and Accounts 2024
128
Governance report
Overview
Strategic report
Financial statements
Other information
Independent auditor’s report continued
Involvement with component teams
All audit work performed for the purposes of the audit was undertaken by the group audit team.
Climate change
Stakeholders are increasingly interested in how climate change will impact the group. The group has determined
that the most significant future impacts from climate change on its operations will be from severe and
extreme weather patterns, potential changes to laws and regulations, fluctuation in energy prices, and
increased costs as a result of measures to reduce carbon emissions. These are explained on pages 77 to 82
in the required Task Force for Climate related Financial Disclosures and on page 70 in the principal risks and
uncertainties. They have also explained their climate commitments within the sustainability report on pages
38 to 54. All of these disclosures form part of the ‘Other information,’ rather than the audited financial
statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether
they are materially inconsistent with the financial statements, or our knowledge obtained in the course of the
audit or otherwise appear to be materially misstated, in line with our responsibilities on ‘Other information’.
In planning and performing our audit we assessed the potential impacts of climate change on the group’s
business and any consequential material impact on its financial statements.
As explained in the group’s accounting policies and basis of preparation, the board has not identified any
climate related risks or opportunities that would have a material impact on the assets or liabilities of the group.
In notes 2, 14 and 15 to the financial statements, significant judgements and estimates relating to climate
change have been described on the impairment assessment of property, plant and equipment and intangible
assets in addition to financial assets and liabilities.
Our audit effort in considering climate change was focused on evaluating management’s assessment of the
impact of climate risk. Additionally, we also assessed the costs of energy being appropriately reflected in the
assessment of the carrying value of assets, impairment of assets, reduction of economic useful lives of tangible
and intangible assets and associated disclosures where values are determined through modelling future cash
flows, being the impairment tests of tangible and intangible assets and related disclosures.
We also challenged the directors’ considerations of climate change risks in their assessment of going concern
and viability and associated disclosures.
Based on our work we have not identified the impact of climate change on the financial statements to be a key
audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those which had the
greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters were addressed in the context of our audit of the financial statements
as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Total revenue
Total assets
Total PBT
1. Full scope components 96%
2. Specific scope components 0%
3. Other procedures 4%
1
3
1. Full scope components 79%
2. Specific scope components 20%
3. Other procedures 1%
1
3
2
1. Full scope components 63%
2. Specific scope components 35%
3. Other procedures 2%
1
3
2
Spire Healthcare Group plc
Annual Report and Accounts 2024
129
Independent auditor’s report continued
Risk
Our response to the risk
Key observations communicated to the audit committee
Risk of impairment to intangible and tangible assets
Refer to the Audit Committee Report (page 108); Accounting
policies (page 144); and Note 14 and 15 of the Consolidated
Financial Statements (page 149 to 151)
At 31 December 2024 the carrying value of intangible and
tangible assets was £1,663.4 million (2023: £1,618.8 million)
including hospital properties’ right of use assets of £642.4
million (2023: £633.6 million) and goodwill of £611.6 million
(2023: £611.1 million).
The UK economic environment continues to be challenged by
factors including high inflation levels, higher interest rates, and
supply chain disruptions, specifically in the healthcare industry
where capacity constraints are being faced, combined with
continued pressure on higher wages.
No impairment has been recognised (2023: £0 million).
We performed the following procedures:
– We gained an understanding of the process management has in place for impairment assessments through a walkthrough.
– We validated that the methodology of the impairment exercise is consistent with the requirements of IAS 36 Impairment of Assets,
including appropriate identification of cash generating units for value in use calculations, by assessing the methodology against
the requirements of IAS 36.
– We also confirmed the mathematical accuracy of the models.
– We obtained management’s forecasts underlying the impairment assessment incorporating the continued impact from the
macro-economic environment and climate related matters. We agreed them to forecasts approved by the board.
– We compared the forecasts to external sources such as industry analyst reports to assess the reasonableness of the assumptions
applied as well to identify any contrary evidence to assist the audit team in determining the impact of this contrary evidence.
– We challenged management’s historical accuracy of forecasting through comparing the budgets to actual results from 2021 to
2024 to determine whether forecast cash flows were reliable based on past experiences.
– We performed sensitivity analysis by testing key assumptions in the model to recalculate a range of potential outcomes in relation
to the size of the headroom between the carrying value and the value in use. The sensitivities performed were based on the key
assumptions underpinning managements’ assessment.
– We have checked that the reasonable possible change assumptions applied by management are reasonable, complete and have
been correctly calculated and disclosed.
In addition, we worked with our EY internal valuation specialists to:
– Independently calculate the discount rate and compare this to the discount rate applied in the models by management.
We sensitised management’s calculation to use the discount rate independently calculated.
– We assessed the inputs applied by management for reasonableness by benchmarking them against peer companies and recent
transactions.
Disclosures
We evaluated the disclosures in the financial statements against the requirements of IAS 36 Impairment of Assets, in particular in,
respect of the requirement to disclose sensitivities where a reasonably possible change in key assumptions could cause an
impairment.
We performed full scope centralised audit procedures over this risk area.
We concluded that the discount rate used by management
was at the lower end of the appropriate range determined by EY
internal valuation specialists. In addition, we concluded that key
assumptions in relation to EBITDA growth for property, EBITDA
margin growth for goodwill, capital maintenance expenditure,
discount rates and long-term growth rates applied to the
terminal values were reasonable.
We highlighted that a reasonably possible change in key
assumptions including a change in EBITDA margin and the
discount rate could lead to impairment charges to tangible
assets. We also highlighted that a reasonably possible change
in key assumptions including a change in EBITDA margin and
the discount rate could lead to impairment charges to intangible
assets. We concluded that appropriate disclosures have been
made in the financial statements as required.
We concluded that appropriate disclosures have been made
in the financial statements as required.
Spire Healthcare Group plc
Annual Report and Accounts 2024
130
Governance report
Overview
Strategic report
Financial statements
Other information
Independent auditor’s report continued
Risk
Our response to the risk
Key observations communicated to the audit committee
Revenue recognition: Manipulation of NHS revenue through
changes to the pricing master file
Refer to the Audit Committee Report (page 108); Accounting
policies (page 138 and 139); and Note 4 of the Consolidated
Financial Statements (page 145)
NHS revenue with the associated risk 2024: £367.5 million
(2023: £341.1 million)
The high volume of patient transactions, for which pricing is
derived from the NHS national tariff, leads to a higher likelihood
of material misstatement through intentional changes to
individual procedural pricing on the pricing master file.
We consider the pressure to achieve forecast results or targets
increases the risk of financial reporting manipulation by
management.
We have performed the following procedures to gain assurance over NHS pricing:
– We used data analytics to assess the accuracy of all the FY24 NHS billing data to publicly available NHS national tariff base prices,
adjusted by Market Force factors.
– For any material portion of the revenue population for which we were unable to agree the price billed to NHS national tariff base
prices, e.g. where the price was agreed locally for a specific procedure, we have agreed a sample of this billing data to appropriate
audit evidence. Specifically, we have agreed a sample of this billing data to the underlying signed agreement or, in instances where
no current contract or correspondence was available, we traced the settlement of the invoice directly to cash.
– We used data analytics, covering all NHS revenue transactions in the year, to test the correlation between revenue, accrued
revenue, accounts receivable and cash.
– We investigated whether there were any pricing disputes with the NHS during the year through discussions with legal counsel,
review of minutes and the central concerns register.
– We obtained a summary of aged NHS receivables and verified that the ageing is appropriate by testing a sample across the
different ageing categories. We have performed a search for any large or unusually long outstanding receivables that are outside
expected credit terms which may indicate that pricing disagreements exist.
– Whilst we have not relied on any of the work performed by internal audit, we reviewed the results from their individual site audits
completed during FY24, to understand if there were any revenue findings specific to NHS pricing which required further enquiry
and/or corroboration.
We performed full scope audit procedures over this risk area which covered 100% of NHS revenue impacted by the risk identified.
We did not identify any material errors in the pricing master file,
nor evidence of management manipulation of revenue through
changes to the pricing master file.
We did not identify any indicators of pricing disputes with
the NHS.
Based on our audit procedures performed, we concluded that
revenue for the year is appropriately recognised and free from
material misstatement.
Misstatement due to management posting fraudulent manual
journal entries to revenue
Refer to the Audit Committee Report (page 108); Accounting
policies (page 138 and 139); and Note 4 of the Consolidated
Financial Statements (page 145)
Our assessment is that the majority of the revenue transactions
are non-complex, with no judgement applied over the amount
recorded.
We consider there is a potential for management override to
achieve revenue targets via topside manual journal entries
posted to revenue.
We have performed the following procedures to gain assurance manual journal entries to revenue:
– We performed a walkthrough of the financial statement close process and obtained an understanding of the journal entry process,
including the journal entry process for the consolidation, and adjusting journals which are posted directly to the financial
statements.
– We performed journal testing by focusing on specific criteria designed to identify journals through which we believe management
could post fraudulent manual entries.
Using our data analytics tool, we have understood revenue trends through the use of analytics as follows:
– Analysis of double-entry postings to the related accounts and how these accounts are aligned with our understanding of the
revenue process, activity and source;
– To test the correlation between revenue, accrued revenue, accounts receivable and cash and;
Identifying revenue trends which do not correlate with our expectation and investigating and corroborating these uncorrelated
trends.
Based on our audit procedures we concluded that revenue,
and adjustments to revenue, are appropriately recognised
and recorded.
Spire Healthcare Group plc
Annual Report and Accounts 2024
131
Independent auditor’s report continued
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users of the financial statements. Materiality provides
a basis for determining the nature and extent of our audit procedures.
We determined materiality for the group to be £6.5 million (2023: £5.9 million), which is 2.6% of EBITDA
(2023: 2.5% of Adjusted EBITDA). In prior years, our materiality calculation was based on adjusted EBITDA,
we re-assessed our basis of materiality and concluded that EBITDA was more appropriate measure due
to the relative size of adjusting items. We believe that EBITDA provides us with the most important metric
to understand the financial performance of the business.
We determined materiality for the parent company to be £13.0 million (2023: £12.4 million), which is 1%
(2023: 1%) of equity.
During the course of our audit, we reassessed initial materiality in line with actual EBITDA to reflect the
reported performance of the group for the year.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial
statement accounts is undertaken based on a percentage of total performance materiality. The performance
materiality set for each component is based on the relative scale and risk of the component to the Group
as a whole and our assessment of the risk of misstatement at that component. In the current year, the range
of performance materiality allocated to components was £0.7 million to £3.2 million (2023: £0.6 million
to £2.9 million).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess
of £0.3 million (2023: £0.3 million), which is set at 5% of planning materiality, as well as differences below that
threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed
above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report set out on pages 1 – 126 and
pages 169 – 174, including the strategic report and the governance report, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared
in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
– the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to
an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our assessment of the group’s overall control environment,
our judgement was that performance materiality was 50% (2023: 50%) of our planning materiality, namely
£3.2 million (2023: £2.9 million). We have set performance materiality at this percentage due to our assessment
of the control environment and the history of audit adjustments identified.
Starting basis
– EBITDA: £238.2 million
Materiality
– Total Adjusted EBITDA: £234.0 million
– Materiality of £5.9 million (2.5% Adjusted EBITDA)
Adjustments
– Adjusted items of £4.2 million are recognised in accordance with the
group’s accounting policy.
– Asset acquisitions, disposals, impairment and aborted project costs
(£3.1 million)
– Business reorganisation and corporate restructuring costs (£2.0 million)
– Remediation of regulatory compliance or malpractice costs (£-0.9 million)
Spire Healthcare Group plc
Annual Report and Accounts 2024
132
Governance report
Overview
Strategic report
Financial statements
Other information
Independent auditor’s report continued
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
– adequate accounting records have not been kept by the parent company, or returns adequate for our audit
have not been received from branches not visited by us; or
– the parent company financial statements and the part of the Directors’ Remuneration Report to be audited
are not in agreement with the accounting records and returns; or
– certain disclosures of directors’ remuneration specified by law are not made; or
– we have not received all the information and explanations we require for our audit
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the group and company’s compliance with the provisions
of the UK Corporate Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the Corporate Governance Statement is materially consistent with the financial statements or our knowledge
obtained during the audit:
– Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified set out on page 125;
– Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers
and why the period is appropriate set out on page 125;
– Directors’ statement on whether it has a reasonable expectation that the group will be able to continue
in operation and meets its liabilities set out on page 125;
– Directors’ statement on fair, balanced and understandable set out on page 126
– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out
on page 65;
– The section of the annual report that describes the review of effectiveness of risk management and internal
control systems set out on page 67; and
– The section describing the work of the audit committee set out on page 105.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 126, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group and parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or
the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud
is detailed below.
Spire Healthcare Group plc
Annual Report and Accounts 2024
133
Independent auditor’s report continued
However, the primary responsibility for the prevention and detection of fraud rests with both those charged
with governance of the company and management.
– We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and
determined that the most significant are the Companies Act 2006, 2018 UK Corporate Governance Code,
the relevant tax compliance regulations in the UK and those administered by the Care Quality Commission
in England and the equivalent organisation in Scotland and Wales. In addition, we concluded that there are
certain significant laws and regulations which may have an effect on the determination of the amounts and
disclosures in the financial statements being the Listing Rules of the London Stock Exchange, the UK Bribery
Act 2010 and regulation relating to employment law and data protection.
– We understood how Spire Healthcare Group plc is complying with those frameworks by making enquiries
of management, internal audit, those responsible for legal and compliance procedures and the company
secretary. We corroborated our enquiries through our review of board minutes, papers provided to the
Audit and Risk Committees and correspondence received from regulatory bodies.
– We assessed the susceptibility of the group’s financial statements to material misstatement, including
how fraud might occur by meeting with management within various parts of the business to understand
where they considered there was susceptibility to fraud. We also considered performance targets and their
influence on efforts made by management to manage earnings or influence the perceptions of analysts.
We considered the programmes and controls that the group has established to address the risk identified,
or that otherwise prevent, deter and detect fraud; and how senior management monitors those
programmes and controls. Where this risk was considered to be higher, we performed audit procedures
to address each identified fraud risk. We have involved internal specialists as required in assessing
compliance with relevant laws and regulations.
– Based on this understanding we designed our audit procedures to identify non-compliance with such laws
and regulations. Our procedures involved; review of board minutes to identify non-compliance with such
laws and regulations; reviewing external specialist reports, review of reporting to the Audit and Risk
Committee on compliance with regulations; enquiries with legal counsel, group management and internal
audit; testing of manual journals.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters we are required to address
– Following the recommendation from the audit committee, we were appointed by the company at its annual
general meeting on 14 May 2020 to audit the financial statements for the year ending 31 December 2020
and subsequent financial periods.
– The period of total uninterrupted engagement since the company’s admission to the London Stock Exchange
in 2014 is 10 years, covering the years ending 31 December 2014 to 31 December 2024.
– The audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and
the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Stephney Dallmann
Senior statutory auditor
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
5 March 2025
Spire Healthcare Group plc
Annual Report and Accounts 2024
134
Governance report
Overview
Strategic report
Financial statements
Other information
Consolidated income statement
For the year ended 31 December 2024
2024
2023
(£m)
Note
Total before
Adjusting
items
Adjusting
items
(Note 11)
Total
Total before
Adjusting
items
Adjusting
items
(Note 11)
Total
Revenue
4
1,511.2
–
1,511.2
1,359.0
–
1,359.0
Cost of sales
(827.6)
–
(827.6)
(734.8)
–
(734.8)
Gross profit
683.6
–
683.6
624.2
–
624.2
Other operating costs
(542.3)
(16.4)
(558.7)
(497.4)
(6.7)
(504.1)
Other income
6
8.1
4.5
12.6
3.6
2.5
6.1
Operating profit (EBIT)
8
149.4
(11.9)
137.5
130.4
(4.2)
126.2
Finance income
10
0.7
–
0.7
1.4
–
1.4
Finance cost
10
(99.9)
–
(99.9)
(93.0)
–
(93.0)
Profit before taxation
50.2
(11.9)
38.3
38.8
(4.2)
34.6
Taxation
12
(14.1)
1.8
(12.3)
(6.4)
(0.3)
(6.7)
Profit for the year
36.1
(10.1)
26.0
32.4
(4.5)
27.9
Profit for the year attributable to
owners of the parent
35.5
(10.1)
25.4
31.8
(4.5)
27.3
Profit for the year attributable to
non-controlling interests
0.6
–
0.6
0.6
–
0.6
Earnings per share
(in pence per share)
– basic
13
8.8
(2.5)
6.3
7.9
(1.1)
6.8
– diluted
13
8.6
(2.4)
6.2
7.7
(1.1)
6.6
The notes on pages 138-163 form an integral part of these financial statements.
Consolidated statement of comprehensive income
For the year ended 31 December 2024
(£m)
Note
2024
2023
Profit for the year
26.0
27.9
Items that may be reclassified to profit or loss in subsequent periods
Loss on cash flow hedges
23
(1.5)
(4.2)
Taxation on cash flow hedges
0.3
0.9
Other comprehensive loss for the year
(1.2)
(3.3)
Total comprehensive profit for the year, net of tax
24.8
24.6
Attributable to:
Equity holders of the parent
24.2
24.0
Non-controlling interests
0.6
0.6
24.8
24.6
The notes on pages 138-163 form an integral part of these financial statements.
Spire Healthcare Group plc
Annual Report and Accounts 2024
135
Consolidated statement of changes in equity
For the year ended 31 December 2024
(£m)
Note
Share
capital
(Note 22)
Share
premium
(Note 22)
Capital
reserves
(Note 22)
Capital
redemption
reserve
(Note 22)
EBT share
reserves
(Note 22)
Hedging
reserve
(Note 21)
Retained loss
Equity
attributable to
owners of the
parent
Non-
controlling
interests
(Note 17)
Total
equity
As at 1 January 2023
4.0
830.0
376.1
–
–
6.6
(485.7)
731.0
(5.9)
725.1
Profit for the year
–
–
–
–
–
–
27.3
27.3
0.6
27.9
Other comprehensive loss for the year
–
–
–
–
–
(3.3)
–
(3.3)
–
(3.3)
Total comprehensive profit for the year
–
–
–
–
–
(3.3)
27.3
24.0
0.6
24.6
Dividends paid
28
–
–
–
–
–
–
(2.0)
(2.0)
–
(2.0)
Share-based payments
29
–
–
–
–
–
–
3.7
3.7
–
3.7
Deferred tax adjustment on share-based payments reserve
–
–
–
–
–
–
(0.3)
(0.3)
–
(0.3)
Settlement on vested share awards
–
–
–
–
–
–
(0.6)
(0.6)
–
(0.6)
Purchase of own shares by EBT
–
–
–
–
(3.1)
–
–
(3.1)
–
(3.1)
Issue of own shares by EBT in respect of share awards
–
–
–
–
2.4
–
(2.4)
–
–
–
Additional interest acquired of non-controlling interest
–
–
–
–
–
–
(3.2)
(3.2)
3.2
–
Financial liability to acquire non-controlling interests
–
–
–
–
–
–
(9.6)
(9.6)
–
(9.6)
As at 1 January 2024
4.0
830.0
376.1
–
(0.7)
3.3
(472.8)
739.9
(2.1)
737.8
Profit for the year
–
–
–
–
–
–
25.4
25.4
0.6
26.0
Other comprehensive loss for the year
–
–
–
–
–
(1.2)
–
(1.2)
–
(1.2)
Total comprehensive profit for the year
–
–
–
–
–
(1.2)
25.4
24.2
0.6
24.8
Dividends paid
28
–
–
–
–
–
–
(8.5)
(8.5)
–
(8.5)
Dividends paid to non-controlling interests
28
–
–
–
–
–
–
–
–
(0.7)
(0.7)
Share-based payments
29
–
–
–
–
–
–
4.0
4.0
–
4.0
Deferred tax adjustment on share-based payments reserve
–
–
–
–
–
–
0.4
0.4
–
0.4
Settlement on vested share awards
–
–
–
–
–
–
(5.4)
(5.4)
–
(5.4)
Purchase of own shares by EBT
–
–
–
–
(3.1)
–
–
(3.1)
–
(3.1)
Issue of own shares by EBT in respect of share awards
–
–
–
–
2.9
–
(2.9)
–
–
–
Purchase of ordinary shares for cancellation
–
–
–
–
–
–
(3.1)
(3.1)
–
(3.1)
As at 31 December 2024
4.0
830.0
376.1
–
(0.9)
2.1
(462.9)
748.4
(2.2)
746.2
The notes on pages 138-163 form an integral part of these financial statements.
Spire Healthcare Group plc
Annual Report and Accounts 2024
136
Governance report
Overview
Strategic report
Financial statements
Other information
(£m)
Note
2024
2023
ASSETS
Non-current assets
Property, plant and equipment
14
1,663.4
1,618.8
Intangible assets
15
437.4
438.3
Other receivables
23
4.4
–
Derivatives
23
0.4
0.4
Financial assets
16
12.3
10.0
2,117.9
2,067.5
Current assets
Financial assets
16
2.5
–
Inventories
18
46.6
44.3
Trade and other receivables
19
131.4
121.6
Derivatives
23
2.5
4.0
Cash and cash equivalents
20
41.2
49.6
224.2
219.5
Non-current assets held for sale
21
1.1
1.1
225.3
220.6
Total assets
2,343.2
2,288.1
EQUITY AND LIABILITIES
Equity
Share capital
22
4.0
4.0
Share premium
22
830.0
830.0
Capital reserves
22
376.1
376.1
Capital redemption reserve
22
–
–
EBT share reserves
22
(0.9)
(0.7)
Hedging reserve
22
2.1
3.3
Retained loss
(462.9)
(472.8)
Equity attributable to owners of the parent
748.4
739.9
Non-controlling interests
17
(2.2)
(2.1)
Total equity
746.2
737.8
Non-current liabilities
Bank borrowings
23
363.5
361.9
Lease liabilities
23
811.0
793.3
Financial liabilities
24
–
9.6
Deferred tax liabilities
25
80.8
67.9
1,255.3
1,232.7
Current liabilities
Bank borrowings
23
3.6
3.4
Lease liabilities
23
101.8
98.4
Provisions
26
14.2
16.4
Trade and other payables
27
214.0
197.1
Financial liabilities
24
8.0
–
Income tax payable
0.1
2.3
341.7
317.6
Total liabilities
1,597.0
1,550.3
Total equity and liabilities
2,343.2
2,288.1
These consolidated financial statements and the accompanying notes were approved for issue by the board
on 5 March 2025 and signed on its behalf by:
Justin Ash
Harbant Samra
Chief Executive Officer
Chief Financial Officer
The notes on pages 138-163 form an integral part of these financial statements.
Consolidated balance sheet
As at 31 December 2024
Consolidated statement of cash flows
For the year ended 31 December 2024
(£m)
Note
2024
2023
Cash generated from operations
30
235.8
215.6
Tax paid
(0.1)
(0.1)
Net cash flows from operating activities
235.7
215.5
Cash flows from investing activities
Receipt from financial asset
0.7
0.7
Acquisition of a subsidiary, net of cash acquired
–
(73.2)
Purchase of property, plant and equipment
(109.3)
(83.9)
Purchase of intangible assets
(2.8)
(0.5)
Proceeds on disposal of property, plant and equipment
11.7
0.8
Interest received on bank deposits
0.7
1.4
Movement in restricted cash
–
(2.5)
Net cash used in investing activities
(99.0)
(157.2)
Cash flows from financing activities
Interest paid and other financing costs
(22.0)
(17.0)
Interest on lease liabilities
(76.1)
(73.0)
Payment of lease liabilities
(26.2)
(27.2)
Draw down on revolving credit facility
5.0
60.0
Repayment on revolving credit facility
(5.0)
(20.0)
Purchase of own shares by EBT
(3.1)
(3.1)
Settlement on vested share awards
(5.4)
(0.6)
Dividends paid to equity holders of the parent
(8.5)
(2.0)
Dividends paid to non-controlling interests
(0.7)
–
Purchase of ordinary shares for cancellation
(3.1)
–
Net cash used in financing activities
(145.1)
(82.9)
Net increase in cash and cash equivalents
(8.4)
(24.6)
Cash and cash equivalents at 1 January
49.6
74.2
Cash and cash equivalents at 31 December
20
41.2
49.6
Adjusting items (Note 11)
Adjusting items paid included in the cash flow
(10.4)
(2.7)
Total pre-tax adjusting items
11
(11.9)
(4.2)
The notes on pages 138-163 form an integral part of these financial statements.
Spire Healthcare Group plc
Annual Report and Accounts 2024
137
Notes to financial statements
For the year ended 31 December 2024
1. General information
Spire Healthcare group plc (the ‘company’) and its subsidiaries (collectively, the ‘group’) owns and operates
private hospitals and clinics in the UK and provides a range of private healthcare services.
The financial statements for the year ended 31 December 2024 were authorised for issue by the board of
directors of the company on 5 March 2025.
The company is a public limited company, which is listed on the London Stock Exchange, incorporated,
registered and domiciled in England and Wales (registered number: 09084066). The address of its registered
office is 3 Dorset Rise, London, EC4Y 8EN.
2. Accounting policies
The material accounting policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements of the group have been prepared in accordance with UK-adopted
International Accounting Standards (UK-adopted IFRS) as issued by the International Accounting Standards
Board (IASB) and in accordance with the Companies Act 2006.
The consolidated financial statements have been prepared on a historical cost basis except for derivative
financial instruments and financial assets and liabilities measured at fair value. The group financial statements
are presented in UK sterling and all values are rounded to the nearest million pounds (£m), except when
otherwise indicated.
The preparation of financial statements in accordance with UK-adopted IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying the
group’s accounting policies. Further details on the group’s critical judgements and estimates are included
in Note 3.
The group has considered the future potential environmental impact on its current and future financial
position and considered the impact to below.
Going concern
The group assessed going concern risk for the period through to 30 June 2026. As at 31 December 2024 the
group had cash of £41.2 million and borrowings of £365 million of which £325 million is a senior loan facility
and £40 million drawn revolving credit facility (RCF). The group has access to an undrawn revolving credit
facility of £60 million. On 3 March 2023, the group exercised the option to extend the senior loan facility
and RCF by a further year to February 2027. The financial covenants relating to this agreement are materially
unchanged and there have been no modifications to the agreement terms.
The group has undertaken extensive activity to identify plausible risks which may arise and mitigating actions,
which in the first instance would include management of working capital and constrained levels of capital
investment. Based on the current assessment of the likelihood of these risks arising by 30 June 2026, together
with their assessment of the planned mitigating actions being successful, the directors have concluded it is
appropriate to prepare the accounts on a going concern basis. In arriving at their conclusion, the directors have
also noted that, were these risks to arise in combination, it could result in a liquidity constraint or breach of
covenant. However, the risk of this is considered remote.
The group has also assessed, as part of its reverse stress testing, what degree of downturn in trading it could
sustain before it breaches its financial covenant. This stress testing was based on flexing revenue downwards
with a consistent percentage decline in variable costs, whilst maintaining the forecast of fixed costs. The
testing allows for the benefit of mitigating actions that could be taken by management to preserve cash.
This testing suggested that there would have to be at least a 30% fall in annual forecast revenue before the
group breaches its financial covenant, we believe that the risk of an event giving rise to this size of reduction
in revenue is remote.
It should be noted that we remain in a period of material geopolitical and macroeconomic uncertainty.
Whilst the directors continue to closely monitor these risks and their plausible impact, their severity is hard
to predict and is dependent upon many external factors. Accordingly, the actual financial impact of these risks
may materially vary against the current view of their plausible impact.
Further detail on both macroeconomic-related risk is provided in the risk management and internal control
section from page 65.
Other specific scenarios covered by our testing were as follows:
– The group is subject to temporary suspension of trade, with a temporary adverse impact on revenue,
for example, as a result of a successful cyber-attack on key business systems
– The downside modelling of a number of risks which result in a decline in earnings, including the loss
of a contractual relationship with a key insurer
– Significant change in government policy resulting in consultants going on payroll
– Short-term disruption to trade at a sub-set of hospitals owing to an extreme weather event
This review included the following key assumptions:
– No change in capital structure given the group has refinanced its existing senior finance facility and
revolving credit facility in February 2022 and exercised the option to extend the senior facility for a further
year; and
– The government will not make significant change to its existing policy towards utilising private provision
of healthcare services to supplement the NHS
Revenue recognition
The group derives its revenue primarily from providing private healthcare services to both the public sector
and private patients in the UK. Revenue from charges to patients is recognised when the treatment is provided.
Revenue from contracts with customers
The criteria for revenue recognition are as follows: identify the contract with the customer, identify the
performance obligation, determine the transaction price, allocate the transaction price to the performance
obligations, and satisfying the performance obligation. It applies to all contracts with customers, except those
in the scope of other standards.
Revenue is recorded as services are transferred to the patient, with the consideration based on the total
amount the group expects to receive, taking account of discounts where they are quantifiable and probable.
Approximately 65% of the group’s revenue is derived from inpatient and day case admissions. Revenue is
recognised day-by-day, as services are provided to patients. These services are typically provided over a short
time frame, that is, one to three days. Outpatient cases and other revenue represent approximately 35% of the
group’s revenue. Outpatient cases generally do not involve surgical procedures and revenue is recognised on
an individual component basis when performance obligations are satisfied. Similarly, other revenue, which
includes consultant revenue, and other third-party revenue streams, is recognised when performance
Spire Healthcare Group plc
Annual Report and Accounts 2024
138
Governance report
Overview
Strategic report
Financial statements
Other information
2. Accounting policies continued
Revenue from contracts with customers continued
continued obligations are satisfied and the control of goods or services is transferred. Outpatient revenue
for the primary care business includes rehabilitation, counselling and physiotherapy revenue. Revenue is either
recognised over the period to which it relates or where there are multi-year contracts, the revenue is spread
over the term of the contract. The majority of outpatient revenue received is under multi-year contracts with
the NHS.
The group reports disaggregated revenue by material revenue stream (ie type of payor: PMI, NHS and self-pay)
and other revenue which includes consultant revenue, third-party revenue streams (eg pathology services).
Material revenue streams are consistent in nature, being the consideration received in return for the provision
of healthcare services to patients. The timing and uncertainty of cash flows is similar for PMI and NHS business
while self-pay revenue is received in advance or collected by credit card shortly after treatment. In addition,
where possible and meaningful, Spire Healthcare reports revenue split between inpatient/day case, outpatient
and other. As noted above, in all cases, revenue is recognised as performance obligations are completed in the
form of services being provided to patients. Unbilled revenue is accrued at period ends. Invoices for the
combination of services provided to patients are generally produced within three days of discharge.
Interest income
Interest is recognised on an effective interest rate basis.
Cost of sales
Cost of sales principally comprises salaries of clinical staff, consultant and clinical fees, medical services and
inventories, including drugs, consumables and prostheses.
Other operating costs
Other operating costs mainly comprise non-clinical staff costs, rent associated with short or low-value leases,
the depreciation of property, plant and equipment and right-of-use assets and the maintenance and running
costs of properties and equipment. It also includes administrative expenses, including the provision of central
support services, IT and other administrative costs.
Other income
Other income comprises fair value movements on the financial asset, a profit share arrangement with Genesis
Care, and recovery of insurance claims.
Operating profit
Operating profit is the profit arising from the normal, recurring operations of the business and after charging
adjusting items, as defined below. Operating profit is adjusted to exclude adjusting items to calculate the key
performance indicator (KPI) ‘operating profit before adjusting items (adjusted EBIT)’.
Adjusting items
Adjusting items are those items which the directors believe, by virtue of their nature, size or incidence, either
individually or in aggregate, should be disclosed separately to allow a full understanding and comparison of
the underlying performance of the group. Examples of items which may be considered this way in nature
include significant write-downs of goodwill and other assets, restructuring costs relating to strategic review,
impairments, hospital closures and set-up costs, business acquisition costs, medical malpractice provisions,
aborted project costs and compliance set-up costs.
Taxation, including deferred taxation
Total income tax on the result for the year comprises current and deferred tax. Income tax is recognised
in the income statement except to the extent that it relates to items recognised directly in equity and other
comprehensive income.
The group has applied the mandatory temporary exemption in IAS 12 Income Taxes to recognising and
disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
Current tax is the expected tax payable on the taxable result for the year, using tax rates enacted, or
substantively enacted, at the balance sheet date, and any adjustments to tax payable in respect
of previous years.
Where there is an uncertain tax position, a provision is recognised when it is not probable that the tax
authority will accept the uncertain tax position, based on either the most likely amount where the range
of results is binary, or as a weighted average of possible outcomes where a range of outcomes is possible.
Deferred tax is provided on all temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes, except for:
– Goodwill not deductible for tax purposes
– The initial recognition of an asset or liability in a transaction that is not a business combination and which,
at the time of the transaction, affects neither the accounting profit nor the taxable profit or loss and does
not give rise to equal taxable and deductible temporary differences
– Investments in subsidiary companies where the timing of the reversal of the temporary difference
is controlled by the group and it is probable that the temporary difference will not reverse in the
foreseeable future
It should be noted that the initial recognition exception does not apply to the majority of the group’s freehold
property portfolio as these were acquired through the Bupa and Classics acquisitions in 2007 and 2008, which
were accounted for as a business combination.
The amount of deferred tax recognised is based on the expected manner of realisation or settlement of the
carrying amounts of assets and liabilities, using tax rates enacted, or substantively enacted, at the balance
sheet date. The group offsets deferred tax assets and deferred tax liabilities if, and only if, it has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and
deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis,
or to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.
In assessing the recoverability of deferred tax assets, the group relies on the same forecast assumptions used
elsewhere in the financial statements and in other management reports, which, among other things, reflect
the potential impact of climate-related development on the business, such as increased costs as a result of
measures to reduce carbon emission.
A deferred tax asset, subject to the offsetting above, is only recognised to the extent that it is probable that
future taxable profits will be available against which the asset can be used.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
139
2. Accounting policies continued
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation. Major projects are treated as
assets in the course of construction until completed when they are transferred to the appropriate asset class.
No depreciation is charged on freehold land or assets in the course of construction. Other assets are depreciated
so as to write off the carrying amounts of the assets, less their estimated residual values, over their expected
useful lives, as follows:
Freehold property and improvements
– 5 to 60 years
Leasehold improvements
– lower of unexpired lease term or expected life, with a maximum
of 35 years
Equipment
– 3 to 10 years
The expected useful lives and residual values of property, plant and equipment are reviewed semi-annually and
revised as appropriate. The review of the asset lives and residual values of properties takes into consideration
the plans of the business and levels of expenditure incurred on an ongoing basis to maintain the properties
in a fit and proper state for their ongoing use as hospitals. In addition, the potential impact of future climate
change is considered. In the case of major facilities opening in new locations, depreciation may be applied
to only those assets available for use at the official opening date to reflect that the site is not always fully
operational at this opening date.
Consolidation
The results of all subsidiary undertakings are included in the consolidated financial statements. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the
consolidated financial statements from the date the group gains control until the date the group ceases
to control the subsidiary.
Control is achieved when the group is exposed, or has rights, to variable returns from its involvement with
the investee and has the ability to affect those returns through its power over the investee. Specifically, the
group controls an investee if, and only if, the group has:
– Power over the investee (ie existing rights that give it the current ability to direct the relevant activities
of the investee)
– Exposure, or rights, to variable returns from its involvement with the investee
– The ability to use its power over the investee to affect its returns
The Employee Benefit Trust (EBT) is treated as an extension of the group and the company.
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred measured at acquisition date fair value and the amount
of any non-controlling interests in the acquiree. For each business combination, the group elects whether
to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the
acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in other
operating costs.
The group determines that it has acquired a business when the acquired set of activities and assets include
an input and a substantive process that together significantly contribute to the ability to create outputs.
The acquired process is considered substantive if it is critical to the ability to continue producing outputs,
and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience
to perform that process or it significantly contributes to the ability to continue producing outputs and is
considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability
to continue producing outputs.
When the group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and
pertinent conditions as at the acquisition date.
Goodwill
Goodwill represents the excess of the cost of acquisition (being the fair value of consideration transferred) over
the fair value of the assets, liabilities and contingent liabilities of acquired businesses at the date of acquisition.
Goodwill is stated at cost less accumulated impairment losses.
Goodwill is allocated to one cash-generating unit or a group of cash-generating units and is not amortised
but is tested annually for impairment, or more frequently if there is an indication that the value of the goodwill
may be impaired (see impairment policy).
Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured
at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition
date where it is probable that the expected future economic benefits that are attributable to the asset will
flow to the entity and the fair value of the asset can be measured reliably; the intangible asset is separable
or arises from contractual or other legal rights.
As at 31 December 2024 the intangible assets, other than goodwill are assessed to have finite lives.
Amortisation is recognised so as to write off the cost or carrying amounts of the assets, less their estimated
residual values, over their expected useful lives, as follows:
Customer contracts
– 13 to 15 years
IT projects
– 5 years
Mobilisation costs
– in line with relevant customer contract length which is typically
between 5 to 10 years
The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset are considered to modify the
amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite lives is recognised in the statement of profit or loss
in the expense category that is consistent with the function of the intangible assets.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
140
Governance report
Overview
Strategic report
Financial statements
Other information
2. Accounting policies continued
Intangible assets other than goodwill continued
Mobilisation costs
Mobilisation costs within intangible assets relate to set-up costs when a new NHS contract is won. These costs
are incurred for the benefit of running the contract over its entire term and are classified as intangible assets
as these costs are incremental costs of obtaining the contract as determined under IFRS 15. The group’s policy
is to capitalise these costs and amortise them over the fixed term of the contract on a straight-line basis.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on
demand and form an integral part of the group’s cash management are included as a component of cash and
cash equivalents for the purpose only of the statement of cash flows. There are no bank overdrafts in either
year presented.
Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.
i) Financial assets other than derivatives
Initial recognition and measurement
Financial assets are classified as financial assets at fair value through profit or loss, amortised cost or fair value
through other comprehensive income (OCI).
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the group’s business model for managing them. With the exception of trade receivables
that do not contain a significant financing component or for which the group has applied the practical expedient,
the group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component
or for which the group has applied the practical expedient are measured at the transaction price determined
under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs
to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount
outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The group’s business model for managing financial assets refers to how it manages its financial assets in order
to generate cash flows. The business model determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or both.
The company’s financial assets include cash and short-term deposits, trade and other receivables, unbilled
receivables and receivables from profit share arrangements. Unbilled receivables may include contract assets
where the performance obligation has been met, but the invoice not raised due to agreement with the
customer being required in respect of the variable consideration. Unbilled receivables can also include
amounts where the performance obligation has been met, but the invoice not yet raised due to the timing
of the reporting period.
Subsequent measurement
Trade receivables and unbilled receivables are accounted for at amortised cost. The group applies the IFRS 9
simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all
trade receivables. At each reporting period, the group makes an assessment of the asset’s recoverable amount
based on forward-looking information. Losses arising from impairment are recognised in the consolidated
income statement in other operating costs.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. On initial recognition, loans and receivables are measured at fair value plus directly
attributable transaction costs. Subsequently, such assets are measured at amortised cost, using the effective
interest rate (EIR) method, less any allowance for impairment.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included in interest receivable in the consolidated
income statement.
Receivables relating to profit share arrangements are recognised as fair value through profit and loss. At each
reporting period, the assets are revalued, with any movement in fair value being recognised in the consolidated
income statement. Any cash received from profit share arrangements is presented within cash flows from
investing activities within the cash flow statement.
Derecognition
A financial asset is derecognised when the rights to receive cash flows from the asset have expired, or the
group has transferred its rights to receive cash flows from the asset including transferring substantially all
the risks and rewards of the asset.
Impairment
The group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due
in accordance with the contract and all the cash flows that the group expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from
the sale of collateral held or other credit enhancements that are integral to the contractual terms.
For trade receivables (including unbilled receivables), contract assets and lease receivables, the group applies
a simplified approach in calculating ECLs. Therefore, the group does not track changes in credit risk, but
instead recognises a loss allowance based on lifetime ECLs at each reporting date. The group has established
a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors
specific to the receivables and the economic environment. To measure the expected credit losses, trade
receivables have been grouped based on shared characteristics and the days past due. The group has
concluded that the expected loss rates for trade receivables, are a reasonable approximation of the loss rates
for each ageing bucket based on historical debt trends of our portfolio of customers for the last two reporting
periods, with the exception of patient debt. Patient debt is more susceptible to the economic environment.
As a result, the group has reviewed the expected loss rates for this payor group, as well as considering
forward-looking information (specifically the cost of living) and increased the loss rates accordingly.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
141
2. Accounting policies continued
Financial Instruments continued
ii) Financial liabilities other than derivatives
Financial liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit or
loss, or at amortised cost. The group determines the classification of financial liabilities at initial recognition.
Initial recognition and measurement
All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, net of directly
attributable transaction costs.
The group’s financial liabilities include trade and other payables, loans and borrowings, and derivative financial
instruments.
Subsequent measurement
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost
using the effective interest rate (EIR) method. Gains and losses arising on the repurchase, settlement or
otherwise cancellation of liabilities are recognised respectively in interest receivable and interest payable in the
consolidated income statement. Amortised cost is calculated by taking in to account any discount or premium
on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance
costs in the consolidated income statement.
Financial liabilities to purchase own equity instruments
Financial agreements entered into with non-controlling interests for the future purchase of the remaining
interest is recognised as a financial liability measured initially at fair value where there is an obligation on the
group to settle a liability. On initial recognition the financial liability is recognised through equity. In subsequent
periods, the liability will be measured at amortised cost with changed in the expected cash flows recognised
in the income statement. Cash flows are discounted using the weighted average cost of debt.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as the derecognition of the original liability and the recognition of a new liability. The difference
in the respective carrying amounts is recognised in the consolidated income statement.
iii) Derivative financial instruments
The group may enter into derivative financial instrument arrangements to manage its exposure to interest
rate risk. Derivatives are initially recognised at fair value on the date on which a derivative contract is entered
into and subsequently remeasured at fair value at each balance sheet date. Derivatives are carried as financial
assets when the fair value is positive and as financial liabilities when the fair value is negative.
The group applies cash flow hedge accounting to such derivatives if the criteria for doing so are met. At the
inception of a hedge relationship, the group formally designates and documents the hedge relationship to
which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking
the hedge.
The effective portion of the changes in the fair value of derivatives that are designated and qualify as cash flow
hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is
recognised immediately in the income statement. The cash flow hedge reserve is adjusted to the lower of the
cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.
Amounts deferred in equity are recycled in the income statement in the periods when the hedged item
is recognised, in the same line of the income statement as the recognised hedged item. If cash flow hedge
accounting is discontinued, the amount that has been accumulated in the consolidated statement of other
comprehensive income is maintained if the hedged future cash flows are still expected to occur. Otherwise,
the amount is immediately reclassified to profit or loss as a reclassification adjustment.
iv) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the consolidated balance
sheet if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there
is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost means purchase price, less trade
discounts, calculated on an average basis. Net realisable value means estimated selling price less incremental
costs including trade discounts and all costs to be incurred in marketing, selling and distribution.
The group holds consignment stock on sale or return. The group is only required to pay for the equipment
it chooses to use and therefore this stock is not recognised as an asset.
Borrowing costs
Borrowing costs that are directly attributable to the acquisition and construction of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or sale,
are added to the cost of those assets, until such time as the assets are substantially ready for their intended
use or sale.
All other borrowing costs are recognised as an expense in the period in which they are incurred.
Provisions
A provision is recognised in the consolidated balance sheet when the group has a present legal or constructive
obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required
to settle the obligation. If the effect is material, provisions are determined by discounting the expected,
risk-adjusted, future cash flows at a pre-tax risk-free rate. Management considers its best estimate of the likely
outcomes of the obligation when determining the recognition. Where a material range of outcomes could arise,
details are disclosed accordingly. Provisions are measured gross of any expected insurance recovery. Any such
insurance recoveries are recognised in other receivables when the receipt of them is judged virtually certain.
Leases
i) As a lessee
At inception, the group assesses whether a contract is or contains a lease. This assessment involves the exercise
of judgement about whether the group obtains substantially all the economic benefits from the use of that
asset, and whether the group has the right to direct the use of the asset when considering whether the
contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. After initial recognition, the lease liability is measured at amortised cost using the effective
interest method. A reassessment of the lease liability occurs when there is a change in lease payments. The
incremental borrowing rate is only revised where the change in payments is a result of a change in floating
interest rates, lease term change or a change in assessment relating to the exercise of purchase option charges.
The group has elected not to separate lease and non-lease components for leases of vehicles or buildings.
Notes to financial statements continued
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Governance report
Overview
Strategic report
Financial statements
Other information
2. Accounting policies continued
Leases continued
The group recognises a Right-of-Use (ROU) asset and a lease liability at the commencement of the lease.
The ROU is initially measured based on the present value of lease payments, less any incentives received.
Initial direct costs and costs to dismantle or restore an asset are included. The ROU is depreciated over the
shorter of the lease term or the useful life of the underlying asset. The incremental borrowing rate is used
to discount the assets over the relevant term. The ROU is subject to testing for impairment if there is an
indicator for impairment.
Lease payments generally include fixed payments and variable payments that depend on an index (such as
inflation index) or rate. When the lease contains an extension or purchase option that the group considered
reasonably certain to be exercised, the cost of the option is included in the lease payments. The incremental
borrowing rate is used to discount the lease payments over the term of the lease.
ROU assets are categorised to reflect the nature of the underlying asset and to be consistent with the plant,
property and equipment (PPE) note. The assets are depreciated over the term of the lease, accounting for break
clauses or options to extend in line with the lease liability decision.
ROU assets are disclosed as PPE on the balance sheet (non-current) with a separate disclosure within the
associated note, and the lease liability is included in the headings lease liability (current and non-current)
on the Consolidated balance sheet.
The group has elected not to recognise ROU assets and liabilities for leases where the total lease term is less
than 12 months, or for leases of low-value equipment. The payments for such leases are recognised in the
Consolidated income statement on a straight-line basis over the lease term.
ii) As a lessor
When the group acts as a lessor, leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessees, over the major part of the economic life
of the asset. All other leases are classified as operating leases. If an arrangement contains lease and non-lease
components, the group applies IFRS 15 to allocate the consideration in the contract. When the group is an
intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately, classifying the
sub-lease with reference to the right-of-use asset arising from the head lease instead of the underlying asset.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
are deducted from share premium. Where the employee benefit trust purchases the company’s equity share
capital, the consideration paid, including any directly attributable incremental costs, is deducted from equity
attributable to the company’s equity holders in both the company and the consolidated balance sheet until
the shares are cancelled or reissued.
Dividend distribution
Dividend distribution to the company’s shareholders is recognised as a liability in the group’s financial
statements in the period in which the dividend is approved by the company’s shareholders. Interim dividends
are recognised when paid.
Pensions
The group operates the Spire Healthcare Pension Plan, a defined contribution scheme. The assets of the
scheme are held separately from those of the group in independently administered funds.
Obligations for contributions to defined contribution pension schemes are recognised as an expense in the
income statement as incurred.
Other employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the
related service is provided. A provision is recognised for the amount expected to be paid under short-term cash
bonuses if the group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
Share-based payments
The group operates a number of equity-settled, share-based payment schemes under which the group receives
services from employees as consideration for equity instruments of the group. The fair value of the employee
services received in exchange for the grant of the options is recognised as an expense. The group has estimated
the relevant fair value of the share options and awards, which are subject to total shareholder return (TSR)
market-related performance criteria, using a Monte Carlo simulation model (see Note 29). This applies to LTIP
Awards and Deferred Share Bonus Schemes.
The group also operates a Save As You Earn (SAYE) scheme, which is open to all employees. Employees are
required to save a fixed amount, up to a cap, every month for three years. At the end of the three-year period
employees are entitled to use their savings to purchase shares in the company at a stated exercise price.
Employees are free to stop contributing to the scheme and obtain a refund of contributions at any time, but
forfeit their entitlement to exercise the options if they do so. Payment of contributions into a SAYE scheme is
not a vesting condition; it does not meet the definition of a performance condition because it has no link to
service. Failure to meet a non-vesting condition (eg by ceasing to contribute to an SAYE scheme) is accounted
for as a cancellation of the options so that the expense is accelerated and recognised in the income statement,
with a corresponding adjustment to equity as required. The IFRS 2 charge has been calculated using an
adjusted Black Scholes model with judgements including leavers of the scheme (employees who may cease
to save) and dividend yields.
At the end of each year, the group revises its estimates of the number of options that are expected to vest
based on the non-market conditions and recognises the impact of the revision to original estimates, if any,
in the income statement, with a corresponding adjustment to equity.
Non-current assets held for sale
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continuing use. This condition is regarded as met
only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its
present condition. Management must be committed to the sale, which should be expected to qualify for
recognition as a completed sale within one year from the date of classification.
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying
amount and fair value less costs to sell.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
143
2. Accounting policies continued
Impairment
The group applies its impairment policy to non-financial assets, being intangible assets (goodwill), plant,
property and equipment, and right-of-use assets. The group assesses, at each reporting date, whether there
is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing
for an asset is required, the group estimates the asset’s recoverable amount. An asset’s recoverable amount
is the higher of an asset’s or cash generating units (CGU)’s fair value less costs of disposal or its value-in-use.
The recoverable amounts is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or groups of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired, and is written down to its
recoverable amount.
In assessing value-in-use, the estimated future cash flows are discounted to their present value using a
discount rate that reflects current market assessments of the time value of money and risks specific to the
asset. As part of this, the group assesses where climate risks could have a significant impact, such as the
introduction of emission-reduction legislation that may increase costs. These risks in relation to climate-related
matters are included as key assumptions where they materially impact the measure of recoverable amount.
The group bases its impairment calculation on most recent budgets and forecast calculations, which are
prepared for each CGU. The forecasts generally cover a five-year period. A long-term growth rate is calculated
and applies to project future cash flows after the fifth year.
Impairment losses of continuing operations are recognised in the consolidated income statement in other
operating costs. Impairment is likely to be considered an adjusting item.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognised impairment losses no longer exist or have decreased. If such indication
exists, the group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment
loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount
of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such
reversal is recognised in the statement of profit or loss.
Goodwill is tested for impairment annually as at 31 December and when circumstances indicate that the
carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs)
to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an
impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
Intangible assets with indefinite useful lives are tested for impairment annually as at 31 December at the
CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.
Changes in accounting policy and estimates
New standards, interpretations and amendments applied
The following amendments to existing standards were effective for the group from 1 January 2024. Other than
some additional disclosures, these amendments have not had a material impact.
Effective date*
Amendments to IAS 1 – Classification of liabilities as current or non-current
1 January 2024
Amendments to IAS 1 – Non-current liabilities with covenants
1 January 2024
Amendments to IAS 7 and IFRS 7 – Supplier finance arrangements
1 January 2024
Amendments to IFRS 16 – Lease liability in a sale and leaseback
1 January 2024
* The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations that are consistent with the
endorsement process for use in the UK.
New standards, interpretations and amendments in issue, but not yet effective
As at date of approval of the group financial statements, the following new and amended standards,
interpretations and amendments in issue are applicable to the group but not yet effective and thus, have not
been applied by the group:
Effective date*
Amendments to IFRS 9 and IFRS 7 – Amendments to the classification and measurement of
financial instruments
1 January 2026
IFRS 18 – Presentation and disclosure in financial statements
1 January 2027
* The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations. As the group prepares its
financial statements in accordance with IFRS as issued by the IASB as endorsed by the UK, the application of new standards and
interpretations will result in an effective date subject to that agreed by the UK Endorsement process.
We are in the process of assessing the impact of the above on the presentation of and disclosure in the
financial statements.
3. Critical accounting judgements and estimates
In the application of the group’s accounting policies, the directors are required to make judgements and
estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
Judgements
Adjusting items
Judgements are required as to whether items that are material in size, unusual or infrequent in nature should
be disclosed as adjusting items. Deciding which items meet the respective definitions requires the group to
exercise its judgement. Details of these items categorised as adjusting items are outlined in Note 11.
Leases
The application of IFRS 16 requires the group to make certain judgements which affect the value of the ROU
asset and lease liability, and these include: determining contracts in the scope of IFRS 16 and the contract term.
Notes to financial statements continued
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Annual Report and Accounts 2024
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Governance report
Overview
Strategic report
Financial statements
Other information
3. Critical accounting judgements and estimates continued
Leases continued
The lease term is determined by the group and includes the non-cancellable period of lease contracts,
periods covered by an option to extend the lease if the group is reasonably certain to exercise that option and
period covered by an option to terminate the lease if the group is reasonably certain not to exercise that option.
The group reviews the business plan, investment in leasehold improvements and market conditions when
considering the certainty of options to extend or terminate. For lease contracts with an indefinite term, the
group determines the length of the contract to be equal to the average or typical market contract term of
the particular type of lease. The same life is then applied to determine the depreciation rate of ROU assets.
Significant accounting estimates
The preparation of the group’s consolidated financial statements includes the use of estimates and
assumptions. The significant accounting estimates with a significant risk of a material change to the carrying
value of assets and liabilities within the next year in terms of IAS 1, ‘Presentation of Financial Statements’, are:
Goodwill
Goodwill is tested for impairment at least annually or more frequently if there is an indication that goodwill
may be impaired. This is achieved by comparing the carrying value in the accounts with the recoverable
amount (being the value-in-use), as set out in the impairment policy. The value-in-use calculations require
the group to estimate future cash flows expected to arise in the future, taking into account market conditions.
The current value of goodwill is underpinned by these forecasts. The present value of these cash flows is
determined using an appropriate discount rate.
The assumptions are considered to be most critical in reviewing goodwill for impairment are contained
in note 15.
Property impairment
Property, including property ROU assets, is considered for indicators of impairment at each reporting date, or
earlier if a trigger indicates, as set out in the impairment policy. The recoverable amount, being the value-in-use,
requires the group to estimate cash flows expected to arise in the future, taking into account market
conditions. The variables in the cash flows are interdependent and reflect management’s expectations based
on past experience and current market trends, it takes into account both current business and committed
initiatives. The present value of these cash flows is determined using an appropriate discount rate.
The assumptions are considered to be most critical in reviewing properties for impairment are contained
in note 14.
Other areas of accounting estimates
The consolidated financial statements include other areas of judgement and accounting estimates. While
these areas do not meet the definition under IAS 1 of significant accounting estimates and critical accounting
judgements, the recognition and measurement of certain material assets and liabilities are based on assumptions
and/or are subject to longer-term uncertainties. The other areas of accounting estimates and judgement are:
Leases
The present value of the lease payment is determined using the discount factor (incremental borrowing rate)
which is based on a risk free UK gilt rate plus an applicable credit spread or margin to reflect the credit standing
of the group observed in the period when the lease contract commences or is modified. The incremental
borrowing rate applied reflects a rate for a similar term and security to that of the lease and is determined
at inception.
Details of incremental borrowing rates can be found in note 23.
Expected credit losses
The group has not changed the methodology in respect of the expected credit loss (ECL) calculations. The
group’s customer profile includes large organisations that have stable credit ratings, and the payment profiles
have remained stable for historical debts. The exception to this is patient debt where economic circumstances
can have a significant impact and, given the current economic uncertainty, remains the highest risk for the
group. The ECL as at December 2024 is £6.2 million (December 2023: £5.5 million). See note 19.
Provisions for medical malpractice
The provision was established by Spire Healthcare in respect of implementing the recommendations of the
Independent Inquiry including a detailed patient review and support for patients of Paterson. The provision
is utilised for patient claim settlements. The variables include the number of patients which are found to have
been harmed and the associated compensation claim. The project is complex and the process for settlement
of claims, where relevant, takes some time. It is possible that, as further information becomes available, an
adjustment to this provision will be required, but at this time, it reflects management’s best estimate of the
costs and settlement of claims. This provision remains subject to ongoing review.
Details of the provision can be found in note 26.
Climate-related risk and opportunities on the financial statements
To date, the board has not identified any climate-related risks or opportunities that would have a material
impact on the assets or liabilities of the group, and therefore has not adjusted financial balances for climate-
related risks or opportunities.
4. Revenue
All revenue is attributable to, and all non-current assets are located in, the United Kingdom.
Revenue by location (inpatient, day case or out-patient) and wider customer (payor) group is shown below:
(£m)
2024
2023
Hospitals
Business
Primary Care
Total
Hospitals
Business
Primary Care
Total
Inpatient
548.0
–
548.0
535.5
–
535.5
Day case
426.6
0.6
427.2
399.9
–
399.9
Outpatient
388.1
120.2
508.3
365.4
31.4
396.8
Other1
27.5
0.2
27.7
26.8
–
26.8
Total revenue
1,390.2
121.0
1,511.2
1,327.6
31.4
1,359.0
Insured
662.4
1.6
664.0
615.7
0.8
616.5
Self-pay
332.9
8.0
340.9
344.0
7.8
351.8
NHS
367.4
80.8
448.2
341.1
14.9
356.0
Other1
27.5
30.6
58.1
26.8
7.9
34.7
Total revenue
1,390.2
121.0
1,511.2
1,327.6
31.4
1,359.0
1. Other revenue includes fees paid to the group by consultants (eg for the use of group facilities and services) and third-party revenue
(eg pathology services to third parties).
Group revenues increased 11.2% to £1,511.2 million (2023: £1,359.0 million). Hospitals business revenue has
increased by 4.7% to £1,390.2 million (2023: £1,327.6 million), driven by the demand for private healthcare and
our expansion into Primary Care. Overall revenue growth is underpinned by increased average revenue per case
(APRC) for all payor groups Revenue for primary care is £121.0 million (2023: £31.4 million), with the majority of
this from Vita Health Group, which was acquired in October 2023.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
145
5. Segmental reporting
In determining the group’s operating segments, management has primarily considered the financial information
in internal reports that are reviewed and used by the executive management team and board of directors
(who together are the chief operating decision maker of Spire Healthcare) in assessing performance and in
determining the allocation of resources. The financial information in those internal reports in respect of revenue
and expenses has led management to conclude that the group has three operating segments, being the
hospitals business, Vita Health Group and The Doctors Clinic Group.
The hospitals business is the group’s core business activity and consists of hospitals, clinics, medical centres
and consulting rooms. They provide diagnostics, inpatient, day case and outpatient care in areas including
orthopaedics, gynaecology, cardiology, neurology, oncology and general surgery.
We have aggregated Vita Health Group and The Doctors Clinic Group into one reportable segment called
primary care, as they meet the aggregation criteria under IFRS 8 operating segments. These entities all have
similar economic characteristics such as offering similar services and have a similar type of customer. These
services being primarily focused on the primary care needs of outpatients, whether these services are GP
services, occupational health services or mental and physical health services.
Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the
consolidated financial statements. The balance sheet is evaluated on a group level.
(£m)
2024
2023
Hospitals
Business
Primary Care
Total
Hospitals
Business
Primary Care
Total
Revenue
1,390.2
121.0
1,511.2
1,327.6
31.4
1,359.0
Cost of sales
(748.4)
(79.2)
(827.6)
(714.3)
(20.5)
(734.8)
Gross profit
641.8
41.8
683.6
613.3
10.9
624.2
Other operating costs
(519.2)
(39.5)
(558.7)
(492.4)
(11.7)
(504.1)
Other Income
12.6
–
12.6
6.1
–
6.1
Segmental operating
profit (EBIT)
135.2
2.3
137.5
127.0
(0.8)
126.2
Finance income, finance costs and taxes are not allocated to individual segments as these are managed on an
overall group basis. Reconciliation of segment operating profit to group profit for the year:
(£m)
2024
2023
Segment operating profit (EBIT)
137.5
126.2
Finance income
0.7
1.4
Finance costs
(99.9)
(93.0)
Profit before taxation
38.3
34.6
Taxation
(12.3)
(6.7)
Profit for the year
26.0
27.9
Operating profit is arrived at after charging:
(£m)
2024
2023
Hospitals
Business
Primary Care
Total
Hospitals
Business
Primary Care
Total
Depreciation of
property, plant and
equipment and
right-of-use assets
106.4
1.6
108.0
102.6
0.4
103.0
Amortisation of
intangible assets
1.6
2.6
4.2
–
0.6
0.6
Lease payments made
in respect of low value
and short leases
16.6
3.8
20.4
16.9
1.7
18.6
Staff costs
494.4
73.0
567.4
456.6
18.5
475.2
The total pre-tax adjusting items is £11.9 million (2023: £4.2 million) of which £8.1 million (2023: £4.2 million)
relate to the hospitals business and £3.8 million (2023: Nil) relate to primary care.
6. Other income
(£m)
2024
2023
Fair value movement on financial asset
4.8
2.8
Realised profit in respect of financial asset
1.0
0.8
Fair value movement on financial liability
1.6
–
Profit on disposal of hospital (adjusting items) (see note 11)
4.5
–
Profit on disposal of property, plant and equipment
0.7
–
Settlement from an insurer (adjusting items) (see note 11)
–
2.5
Total other income
12.6
6.1
The fair value movement in respect of the financial asset was recognised to reflect the on-going profit share
arrangement with Genesis Care which arose as part of the sale of the Bristol Cancer Centre in 2019. Profits of
£1.0 million (2023: £0.8 million) have been realised in respect of this arrangement. The fair value movement on
financial liability relates to the change in cash flows relating to the financial instruments held to purchase own
equity instruments.
7. Auditor’s remuneration
During the year, the group (including its subsidiary undertakings) obtained the following services from the
group’s external auditor as detailed below:
(£m)
2024
2023
Audit of these financial statements
1.3
1.2
Audit of the financial statements of subsidiaries of the company
pursuant to legislation
0.4
0.3
Audit-related assurance services
0.2
0.1
Total
1.9
1.6
Notes to financial statements continued
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Annual Report and Accounts 2024
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Governance report
Overview
Strategic report
Financial statements
Other information
8. Operating profit
Arrived at after charging/(crediting):
(£m)
2024
2023
Depreciation of property, plant and equipment (see note 14)
67.0
65.5
Depreciation of right-of-use assets (see note 14)
41.0
37.5
Amortisation of intangible assets (see note 15)
4.2
0.6
Acquisition-related transaction costs (adjusting item) (see note 11)
–
2.5
Lease payments made in respect of low value and short leases
20.4
18.6
Provision related to Ian Paterson (adjusting item) (see note 11)
4.6
2.5
Movement on the provision for expected credit losses of trade receivables
(see note 19)
1.0
0.5
(Profit)/loss on disposal of property, plant and equipment
–
(0.3)
Staff restructuring costs (see note 9)
4.3
2.0
Staff costs (net of staff restructuring costs and including share-based payment
charge) (see notes 9 and 29)
567.4
475.2
Inventory recognised as an expense in the current year is disclosed in Note 18.
9. Staff costs
(No.)
2024
2023
The average number of persons employed by the group (including directors) during
the year:
Clinical
9,248
7,455
Non-clinical
6,021
5,514
Central
972
776
Total
16,240
13,745
(No.)
2024
2023
The average number of full-time equivalent persons employed by the group during
the year:
Clinical
7,004
5,831
Non-clinical
4,655
4,349
Central
848
695
Total
12,507
10,875
The aggregate payroll costs of these persons were as follows:
(£m)
2024
2023
Wages and salaries
476.3
398.7
Social security costs
46.9
38.9
Pension costs, defined contribution scheme
44.3
35.9
Aggregate payroll costs excluding share based payments
567.5
473.5
Share based payment charge
4.2
3.7
Aggregate payroll costs
571.7
477.2
There were £1.4 million wages and salaries and social security costs for year ended 31 December 2024 in
Adjusting items (2023: £1.6 million) of which £0.7 million relate to business restructuring costs and which
are included in staff costs (2023: £1.0 million), and are set out in note 8.
Pension costs are in respect of the defined contribution scheme; unpaid contributions at 31 December 2024
were £4.8 million (2023: £3.7 million).
10. Finance income and costs
(£m)
2024
2023
Finance income
Interest income on bank deposits
0.7
1.4
Total finance income
0.7
1.4
Finance cost
Interest on bank facilities
22.3
18.5
Amortisation of fee arising on facilities extensions/borrowing costs1
1.5
1.5
Interest on obligations under leases
76.1
73.0
Total finance costs
99.9
93.0
Total net finance costs
99.2
91.6
1. £5.0 million of borrowing costs were capitalised on the refinancing of the senior facility, these are being amortised over the life of the
facility.
11. Adjusting items
(£m)
2024
2023
Asset acquisitions, disposals and aborted project costs
(2.8)
3.1
Business reorganisation and corporate restructuring costs
4.3
2.0
Remediation of regulatory compliance or malpractice costs
6.9
(0.9)
Clinic set up costs
1.9
–
Amortisation on acquired intangible assets
1.6
–
Total pre-tax adjusting items
11.9
4.2
Income tax (credit) / charge on adjusting items
(1.8)
0.3
Total post-tax adjusting items
10.1
4.5
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
147
11. Adjusting items continued
Adjusting items comprise those matters where the directors believe the financial effect should be adjusted
for, due to their nature, size or incidence, in order to provide a more accurate comparison of the group’s
underlying performance.
Asset acquisitions, disposals, impairment and aborted project credit of £2.8 million includes a profit of
£4.5 million relating to the sale of the group’s Tunbridge Wells hospital to Maidstone and Tunbridge Wells
NHS Trust (‘Trust’) for £9.975 million. Refer to disposal note 35 for more details. In addition, there is £0.6 million
of integration and other acquisition costs relating to the VHG acquisition and £0.6 million true up to provision
on the DCG and Claremont acquisitions.
In the prior year, costs of £3.1 million mainly relate to asset acquisitions of Vita Health Group Limited and
The Doctors Clinic Group.
Business reorganisation and corporate restructuring relates to the group announcement of a strategic, group-
wide initiative in H2 of 2021 that will enable a more efficient business operating model, including leveraging
digital solutions and technology. As a result of this initiative, additional costs of £3.5 million (2023: £2.0 million)
have been incurred in the period, bringing costs to date of £9.3 million. This initiative is being implemented over
several phases and is likely to be materially completed during 2026, as communicated at our capital markets
event in April 2024. Future costs are not disclosed, as a reliable estimate cannot be made due to the nature
of the matter. £0.7 million has been incurred in respect of restructuring costs relating to the The Doctors
Clinic Group.
Remediation of regulatory compliance or malpractice costs reflect an increase in the provision in June 2024 of
£4.6 million (2023: £2.5 million). The provision was established by Spire Healthcare in respect of implementing
the recommendations of the Independent Inquiry including a detailed patient review and support for patients
of Paterson. The project is complex, and the process for review and settlement of claims, where relevant, takes
some time. The detailed patient review has now reached the milestone of having contacted all living patients
and invited them, where appropriate, to consultations to discuss their care. As a consequence, the rate of new
claims has dropped significantly, as most patients now have the outcomes of their review and have initiated
their claim, where relevant. Claims activity in the second half of the year has therefore been in line with the
assumptions taken by management and the provision established at the half year. As a result, there has been
no subsequent increase in the provision. In addition, £1.7 million of legal fees have been incurred for the
ongoing inquests. While it is possible that, as further information becomes available, an adjustment to this
provision will be required, at this time it reflects management’s best estimate of the costs and settlement
of claims.
In the prior year the group has recognised a credit of £0.9 million in respect of Remediation of Regulatory
Compliance or Malpractice Costs relating to Paterson. This comprised £2.5 million funds received from its
insurer and £0.9 million reduction in provision which had been held to resolve the matter. This was offset by
an increased separate provision in respect of Paterson by £2.5 million.
Clinic set up costs relate to costs incurred for the set-up of the Abergele and Harrogate clinics prior to opening.
The clinic in Abergele opened in February 2024 and Harrogate in January 2025.
£0.9 million of amortisation on acquired intangible assets related to the customer contracts recognised on
the acquisition of VHG in October 2023.
12. Taxation
(£m)
2024
2023
Current tax
UK corporation tax expense
0.7
0.9
Adjustments in respect of prior years
(1.0)
(1.3)
Total current tax credit
(0.3)
(0.4)
Deferred tax
Origination and reversal of temporary differences
10.3
10.0
Adjustments in respect of prior years
2.3
(2.9)
Total deferred tax charge
12.6
7.1
Total tax charge
12.3
6.7
In addition to the above, a credit of £0.3 million has been recognised in Other Comprehensive income
(2023: £0.9 million credit) and £0.4 million credit (2023: £0.3 million credit) through equity. The £0.4 million
credit through equity relates to movements on share-based payments, and reflects a £0.5 million deferred
tax charge, offset by a current tax credit of £0.9 million.
Corporation tax is calculated at 25.0% (2023: 23.5%) of the estimated taxable profit or loss for the year. The
effective tax rate on profit before taxation for the year is 32.1%. The effective tax rate is higher than the UK
rate, due to the impact of prior year adjustments and non-deductible items. Excluding the adjustments to prior
years in 2024, the effective tax rate is 28.1%.
The effective tax assessed for the year, all of which arises in the UK, differs from the standard weighted rate
of corporation tax in the UK. The reconciliation of the actual tax charge to that at the domestic corporation tax
rate is as follows:
(£m)
2024
2023
Profit before taxation
38.3
34.6
Tax at the standard rate
9.6
8.1
Effects of:
Expenses and income not deductible or taxable
1.1
3.2
Adjustment for movement on share-based payments
0.3
–
Tax adjustment for the super-deduction allowance
–
(0.8)
Adjustments in respect of prior year
1.3
(4.2)
Difference in tax rates
–
0.2
Deferred tax not previously recognised
–
0.2
Total tax charge
12.3
6.7
Expenses and income not deductible or taxable relate mostly to depreciation on non-qualifying fixed assets,
disallowable entertaining, and legal and professional fees.
The current year and prior year charges are driven by expenses not deductible for tax purposes, adjustments
to prior year and the movement on share-based payments.
The group does not hold any uncertain tax positions under IFRIC 23 at the year-end (2023: none).
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
148
Governance report
Overview
Strategic report
Financial statements
Other information
12. Taxation continued
Pillar Two Legislation, reflecting the OECDs Base Erosion Profit Shifting (‘BEPs’) framework is effective for
periods beginning 1 January 2024. The group continues to only operate in the UK. Based on the group’s
assessment, the Pillar Two effective tax rates continue to be above 15% and therefore, the group does not
expect an exposure to Pillar Two top-up taxes.
13. Earnings per share (EPS)
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent
by the weighted average number of ordinary shares outstanding during the year.
2024
2023
Profit for the year attributable to ordinary equity holders of the parent (£m)
25.4
27.3
Weighted average number of ordinary shares for basic EPS (No.)
403,991,639
404,117,249
Adjustment for weighted average number of shares held in EBT
(498,516)
(468,363)
Weighted average number of ordinary shares in issue (No.)
403,493,123
403,648,886
Basic earnings per share (in pence per share)
6.3
6.8
For dilutive EPS, the weighted average number of ordinary shares in issue is adjusted to include all dilutive
potential ordinary shares arising from share options. Refer to the remuneration committee report for the
terms and conditions of instruments generating potential ordinary shares that affect the measurement
of diluted EPS.
2024
2023
Profit for the year attributable to ordinary equity holders of the parent (£m)
25.4
27.3
Weighted average number of ordinary shares in issue (No.)
403,493,123
403,648,886
Adjustment for weighted average number of contingently issuable shares
7,900,003
9,494,645
Diluted weighted average number of ordinary shares in issue (No.)
411,393,127
413,143,531
Diluted earnings per share (in pence per share)
6.2
6.6
The directors believe that EPS excluding adjusting items (adjusted EPS) better reflects the underlying
performance of the business and assists in providing a clearer view of the performance of the group.
Reconciliation of profit after taxation to profit after taxation excluding adjusting items (adjusted profit):
2024
2023
Profit for the year attributable to owners of the parent (£m)
25.4
27.3
Adjusting items (see Note 11)
10.1
4.5
Adjusted profit (£m)
35.5
31.8
Weighted average number of ordinary shares in issue
403,493,123
403,648,886
Weighted average number of dilutive ordinary shares
411,393,127
413,143,531
Adjusted basic earnings per share (in pence per share)
8.8
7.9
Adjusted diluted earnings per share (in pence per share)
8.6
7.7
14. Property, plant and equipment
(£m)
Freehold
property
Leasehold
improvements
Equipment
Assets in the
course of
construction
Right-of-use
(ROU)
Total
Cost:
At 1 January 2023
850.2
180.4
455.3
30.2
873.9
2,390.0
Additions
7.2
12.1
42.3
22.3
–
83.9
Acquisition of a subsidiary
–
–
1.3
–
1.3
2.6
Additions to ROU assets
–
–
–
–
14.7
14.7
Adjustments to existing assets
(eg indexation)
–
–
–
–
36.7
36.7
Disposals
(0.7)
(2.4)
(21.6)
(0.4)
(0.1)
(25.2)
Transfers
3.7
13.3
9.9
(26.9)
–
–
At 1 January 2024
860.4
203.4
487.2
25.2
926.5
2,502.7
Additions
8.9
14.8
52.9
32.7
–
109.3
Additions to ROU assets
–
–
–
–
15.1
15.1
Adjustments to existing assets
(eg indexation)
–
–
–
–
36.9
36.9
Disposals
(1.3)
(9.6)
(84.0)
–
(2.4)
(97.3)
Transfer
1.2
15.9
0.7
(17.8)
–
–
At 31 December 2024
869.2
224.5
456.8
40.1
976.1
2,566.7
Accumulated depreciation
and impairment:
At 1 January 2023
198.2
60.1
291.8
–
255.5
805.6
Charge for the year
12.2
9.8
43.5
–
37.5
103.0
Disposals
(0.6)
(2.4)
(21.6)
–
(0.1)
(24.7)
Transfers
(0.2)
–
0.2
–
–
–
At 1 January 2024
209.6
67.5
313.9
–
292.9
883.9
Charge for the year
12.3
10.6
44.1
–
41.0
108.0
Disposals
(1.2)
(4.9)
(82.3)
–
(0.2)
(88.6)
At 31 December 2024
220.7
73.2
275.7
–
333.7
903.3
Net book value:
At 31 December 2024
648.5
151.3
181.1
40.1
642.4
1,663.4
At 31 December 2023
650.8
135.9
173.3
25.2
633.6
1,618.8
The net book value of land is £156.3 million (2023: £156.3 million). Nine of the group’s freehold properties are
pledged as security against the senior finance facility, the net book value of these properties are £120.0 million
(2023: £124.0million). There were no borrowing costs capitalised during the year ended 31 December 2024
(2023: Nil). The fair value of freehold properties is £1.4 billion.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
149
14. Property, plant and equipment continued
On the 31 March 2024, the Group sold its Tunbridge Wells Hospital business to Maidstone and Tunbridge Wells
NHS Trust for £9.975 million and derecognised property, plant and equipment of £6.2 million. As part of the
sale agreement, the group has entered into a sub lease agreement with the trust to lease the Tunbridge Wells
property (refer to note 23). A right of use asset of £2.4 million was derecognised and a finance lease receivable
of £4.4 million was recognised. The finance lease receivable represents the cash flows receivable from the trust
to settle the lease obligation in the head lease. Refer to note 23 for more details.
Impairment testing
The directors consider property and property right-of-use assets for indicators of impairment semi-annually.
As equipment and leasehold improvements do not generate independent cash flows, they are considered
alongside the property as a single cash-generating unit (CGU). When making the assessment, the value-in-use
of the property is compared with its carrying value in the accounts. Where headroom is significant, no further
work is undertaken. Where headroom is minimal, a detailed assessment is performed for the property, which
includes identifying the factors resulting in limited headroom and undertaking financial forecasts to assess
the level of sensitivity this has to key assumptions.
In order to estimate the value-in-use, management has used trading projections covering the period to
December 2029 from the most recent board approved strategic plan. The variables in the cash flows are
interdependent and reflect management’s expectations based on past experience and current market trends,
it takes into account both current business and committed initiatives. To the extent that there was a shortfall
between the recent actual cash flows and forecast, the future cash flows have been adjusted to reflect any
initiatives implemented by management to address the underlying cause. In addition, management consider
the potential financial impact from short-term climate change scenarios, and the cost of initiatives that have
substantially commenced by the group to manage the longer-term climate impacts.
Key assumptions
Management identified a number of key assumptions relevant to the value-in-use calculations, being EBITDA
growth over the five-year period, capital maintenance spend, discount rates and long-term growth rates.
The assumptions are based on past experience and external sources of information.
The trading projections for the five-year period underlying the value-in-use reflect a growth in EBITDA.
EBITDA is based on a number of elements of the operating model over the longer term, including pricing
trends, volume growth and the mix and complexity of procedures and assumptions regarding cost inflation.
Management has performed a sensitivity analysis on these properties using reasonably possible changes for
each key assumption, keeping all other assumptions constant. The sensitivity analysis included an assessment
of the break-even point for each of the key assumptions.
The sensitivity analysis identified two properties that a reasonably possible change would eliminate the
headroom of the property. One property with a headroom of £9.1 million is sensitive to the EBITDA growth
over the five year period as it, would result in the elimination of headroom. The average annual EBITDA growth
over the five years is 11.4%. The annual EBITDA over the five year period would have to decrease by 5.8% per
annum to eliminate the headroom. Another property with a headroom of £3.4 million is sensitive to the
discount rate which would need to increase by 155bps to result in the elimination of the headroom.
During the 2023 financial year, the group moved to a post IFRS 16 discount rate, the group has used a pre-tax
discount rate of 11.2% (2023: 11.5%).
A long-term growth rate of 2.0% has been applied to cash flows beyond 2029 based on a long-term view of
inflation, revenue growth and market conditions. Capital maintenance spend is based on historic run rates and
our expectations of the group’s requirements. The sensitivity testing identified no reasonably possible changes
in the discount rate, capital maintenance and long-term growth rates that would cause the carrying amount
of any CGU to exceed its recoverable amount.
As a result, management believe that some of the key impairment review assumptions constitute a major
source of estimation uncertainty as they consider that there is a significant risk of a material change to its
estimate of these assumptions within the next 12 months.
Right-of-use (ROU) assets
(£m)
Leasehold
property
Equipment and
motor vehicles
Total
Cost:
At 1 January 2023
849.8
24.1
873.9
New leases entered
4.3
10.4
14.7
Acquisition of a subsidiary
1.3
–
1.3
Adjustments to existing assets (eg indexation)
36.7
–
36.7
Disposals
–
(0.1)
(0.1)
At 1 January 2024
892.1
34.4
926.5
New leases entered
4.4
10.7
15.1
Adjustments to existing assets (eg indexation)
36.9
–
36.9
Disposals
(2.2)
(0.2)
(2.4)
At 31 December 2024
931.2
44.9
976.1
Accumulated depreciation and impairment:
At 1 January 2023
248.0
7.5
255.5
Charge for year
31.8
5.7
37.5
Disposals
–
(0.1)
(0.1)
At 1 January 2024
279.8
13.1
292.9
Charge for the year
34.4
6.6
41.0
Disposals
–
(0.2)
(0.2)
At 31 December 2024
314.2
19.5
333.7
Net book value:
At 31 December 2024
617.0
25.4
642.4
At 31 December 2023
612.3
21.3
633.6
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
150
Governance report
Overview
Strategic report
Financial statements
Other information
15. Intangible assets
(£m)
Goodwill
Customer
contracts
IT projects
Mobilisation
costs
Total
Cost or valuation:
At 1 January 2023
546.8
–
–
–
546.8
Acquisition of a subsidiary
65.3
20.6
4.3
2.4
92.6
Additions
–
–
0.3
0.2
0.5
At 31 December 2023
612.1
20.6
4.6
2.6
639.9
Acquisition of a subsidiary
0.5
–
–
–
0.5
Additions
–
–
2.1
0.7
2.8
At 31 December 2024
612.6
20.6
6.7
3.3
643.2
Accumulated amortisation and impairment:
At 1 January 2023
201.0
–
–
–
201.0
Amortisation charge during the year
–
0.2
0.3
0.1
0.6
At 31 December 2023
201.0
0.2
0.3
0.1
201.6
Amortisation charge during the year
–
1.9
1.6
0.7
4.2
At 31 December 2024
201.0
2.1
1.9
0.8
205.8
Carrying amount:
At 31 December 2024
411.6
18.5
4.8
2.5
437.4
At 31 December 2023
411.1
20.4
4.3
2.5
438.3
Impairment testing
The directors treat the hospitals business, Vita Health Group and The Doctors Clinic Group as separate
cash-generating units for the purposes of testing goodwill for impairment as the goodwill can be reliably
allocated. The recoverable amount of goodwill is calculated by reference to its estimated value-in-use. In order
to estimate the value-in-use, management has used trading projections covering the period to December 2029
from the most recent board-approved budget. The variables in the cash flows are interdependent and reflect
management’s expectations based on past experience and current market trends, it takes into account both
current business and committed initiatives. In addition, management consider the potential financial impact
from short-term climate change scenarios, and the cost of initiatives by the group to manage the longer-term
climate impacts.
Key assumptions
Management identified a number of key assumptions relevant to the value-in-use calculations, being EBITDA
growth over the five-year period, capital maintenance spend, discount rates and long-term growth rates.
The assumptions are based on past experience and external sources of information.
The table below provides the resulting headroom as determined in our calculation.
Goodwill
£m
Headroom
£m
Hospitals business
334.6
1,136.2
Vita Health Group (‘VHG’)
65.9
68.0
The Doctors Clinic Group (‘DCG’)
11.1
0.5
The trading projections for the five-year period underlying the value-in-use reflect a growth in EBITDA. EBITDA
is dependent on a number of elements of the operating model over the longer term, including pricing trends,
volume growth and the mix and complexity of procedures and assumptions regarding cost inflation.
The group has used a pre-tax post discount rate of 11.2% (2023: 11.5%).
A long-term growth rate of 2.0% has been applied to cash flows beyond 2029 based on long-term view of
inflation and market conditions. Capital maintenance spend is based on historic run rates and our expectation
of the group’s requirements.
Management has performed a sensitivity analysis using reasonably possible changes for each key assumption,
keeping all other assumptions constant. The sensitivity testing for the hospitals business and Vita Health
Group identified no reasonably possible changes would cause the carrying amount of any CGU to exceed
its recoverable amount.
The Doctors Clinic Group is a younger maturity CGU and, during the year, made a small loss owing to the effect
of integration costs and one-off investments in new clinics and infrastructure. The growth rates used in the
five-year period are based on the return from this investment and integration with Vita Health Group and the
wider group, therefore management have determined there is no impairment. However owing to these factors
uncertainty exists in the key assumptions and we have determined that reasonable possible changes exists
which could lead to an impairment.
The value in use calculation uses an average EBITDA growth over the five-year period of 61.8%. A change in
the three key assumptions would result in the elimination of the headroom, being an increase of 78bps in the
pre-tax discount rate and a decrease in the average EBITDA growth rate to 58.3% resulting in a decrease of 5.7%
per annum over the five year period and a decrease of 42bps in the long-term growth rate.
A reasonable possible change in the three key assumptions that would result in the recognition of an
impairment would be a decrease in the average EBITDA growth rate to 30.9% resulting in a decrease of 50.0%
per annum over the five year period this would result in an impairment of £3.4 million. In addition, an increase
of 230bps in the pre-tax discount rate would result in a £0.8 million impairment and a decrease of 1.0% in the
long-term growth rate would lead to a £0.7 million impairment. The capital maintenance assumption did not
identify a reasonable possible change.
As a result, management believe that some of the key impairment review assumptions constitute a major
source of estimation uncertainty as they consider that there is a significant risk of a material change to its
estimate of these assumptions within the next 12 months.
16. Financial assets
Financial assets of £14.8 million (2023: £10.0 million) consist of a £12.3 million (2023: £7.5 million) profit
share arrangement and a prepayment of the Montefiore option to purchase the remaining 25% interest of
£2.5 million (2023: £2.5 million). The prepayment of the Montefiore option to purchase is classified as current
as the option has been exercised after the year end. Refer to note 24 for further information relating to the
non-controlling interest option.
On 31 October 2019, the group entered into a profit share arrangement with Genesis Care. The agreement
provides the group with an entitlement to a gross profit share relating to the chemotherapy business
transferred to Genesis Care as part of the sale of the Bristol Cancer Centre in perpetuity. Under the agreement
after the ten-year anniversary of the agreement, the buyer (Genesis Care) may exit the arrangement by serving
notice and paying a multiple of ten times the gross margin in the preceding 12 months.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
151
16. Financial assets continued
The group has recognised a financial asset in respect of this gross profit share and the asset is classed as a fair
value through profit and loss asset. The financial asset is valued using the expected present value technique –
method 2 in determining the fair value. Management uses forward looking and historical trends of gross
profits, growth rate, risk premium and an appropriate discount rate to determine the fair value. At the
inception of the transaction we applied a risk premium to the fair value of the asset reflecting the fact that
it was a new venture and so any future forecast cashflows contained an element of uncertainty. This risk
premium has been reduced over time and reflects our growing confidence in the operation’s ability to hit
its future forecasts. Sensitivities are also taken into account when reviewing the fair value.
This valuation is reviewed at each reporting date, with movements in fair value being recognised through the
consolidated income statement. Cash received is adjusted against the financial asset, and is included within
cash flows from investing activities on the consolidated statement of cash flows.
(£m)
2024
2023
Valuation at 1 January
7.5
4.6
Cash receipt
(1.0)
(0.8)
Fair value adjustments
5.8
3.7
Carrying amount at 31 December
12.3
7.5
Management completes relevant sensitivities on the inputs when assessing the fair value.
With all other inputs remaining constant:
– A 1.2% increase (decrease) in the discount rate used, would see a decrease (increase) in fair value
of £1.0 million (£1.3 million) (2023: 1.2% increase (decrease) £0.8 million (£0.6 million))
– A 20% increase (decrease) in the forecast annual cash flow of £0.19 million (2023: £0.16 million),
would see an increase (decrease) in fair value of £2.3 million (£2.3 million) (2023: £1.4 million (£1.4 million)).
17. Subsidiary undertakings and non-controlling interest
As at 31 December 2024, these consolidated financial statements of the group comprise the company and the
following companies, most of which are incorporated in, and whose operations are conducted in, the United
Kingdom. All subsidiaries are 100% owned unless otherwise indicated.
Incorporated in England and Wales and registered at 3 Dorset Rise, London, EC4Y 8EN,
unless otherwise stated
Principal activity
Class of share
Claremont Hospital Holdings Limited
Holding company
Ordinary
Claremont Hospital LLP!
Health provision
N/A
Classic Hospitals Group Limited#
Holding company
Ordinary
Classic Hospitals Limited#
Non-trading company
Ordinary
Classic Hospitals Property Limited
Property company
Ordinary
Didsbury MSK Limited°
Health provision
Ordinary
Fox Healthcare Acquisitions Limited
Leasing company
Ordinary
Lifescan Limited#
Non-trading company
Ordinary
Spire Occupational Health Limited
Health provision
Ordinary
Medicainsure Limited
Non-trading company
Ordinary
Montefiore House Limited+
Health provision
Ordinary
SHC Holdings Limited#
Holding company
Ordinary
Soma Health Limited
Health provision
Ordinary
Incorporated in England and Wales and registered at 3 Dorset Rise, London, EC4Y 8EN,
unless otherwise stated
Principal activity
Class of share
Spire Cambridge (Disposal) Limited#
Non-trading company
Ordinary
Spire Fertility (Disposal) Limited#
Non-trading company
Ordinary
Spire Healthcare (Holdings) Limited
Holding company
Ordinary
Spire Healthcare Finance Limited*
Holding company
Ordinary
Spire Healthcare Holdings 1&#
Holding company
Ordinary
Spire Healthcare Property Developments Limited
Development company
Ordinary
Spire Healthcare Holdings 2 Limited#
Holding company
Ordinary
Spire Healthcare Limited
Health provision
Ordinary
Spire Healthcare Properties Limited
Property company
Ordinary
Spire Property 1 Limited
Property company
Ordinary
Spire Property 4 Limited
Property company
Ordinary
Spire Property 5 Limited
Property company
Ordinary
Spire Property 6 Limited
Property company
Ordinary
Spire Property 13 Limited
Property company
Ordinary
Spire Property 16 Limited
Property company
Ordinary
Spire Property 18 Limited
Property company
Ordinary
Spire Property 19 Limited
Property company
Ordinary
Spire Property 23 Limited
Property company
Ordinary
Spire Thames Valley Hospital Limited#
Non-trading company
Ordinary
Spire Thames Valley Hospital Propco Limited
Property company
Ordinary
Spire UK Holdco 4 Limited
Holding company
Ordinary
The Doctors Clinic Group Ltd
Holding company and
health provision
Ordinary
The London Doctors Clinic Ltd
Non-trading company
Ordinary
Kingfisher Topco Limited
Holding company
Ordinary
Kingfisher Midco Limited
Holding company
Ordinary
Kingfisher Bidco Limited
Holding company
Ordinary
Vita Health Group Limited
Health provision
Ordinary
Crystal Palace Physio Holdings Limited
Holding company
Ordinary
Vita Health Solutions Limited
Health provision
Ordinary
Pennine MSK Partnership Limited
Health provision
A Ordinary &
B Ordinary
Physio For All Limited
Health provision
Ordinary
Physiotherapy2fit Ltd
Health provision
A Ordinary &
B Ordinary
Physiotherapy Specialists Ltd
Health provision
Ordinary
The Abbey Clinic Limited
Health provision
Ordinary
The Bisham Abbey Knee Clinic Limited
Health provision
Ordinary
Vita Health Wellness Limited
Health provision
Ordinary
° Ownership interest is 51.0%.
+ Ownership interest is 75.1%.
* Direct shareholding of the company.
& Spire Healthcare Holdings 1 is an undertaking with unlimited liability.
! The LLP has ‘Members’ capital classified as equity’ in lieu of ‘Class of shares’.
# In liquidation and expected to be dissolved during 2025.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
152
Governance report
Overview
Strategic report
Financial statements
Other information
17. Subsidiary undertakings and non-controlling interest continued
In 2021, in order to simplify the structure of the group and reduce costs, the group undertook a process
in which a number of companies within the group were identified for members’ voluntary liquidation. The
entities in members’ voluntary liquidation at year end are shown above and they are expected to be formally
dissolved at Companies House during 2025.
Non-controlling interest
Financial information of subsidiaries that have a material non-controlling interest is provided below. The entities,
as set out above, are Montefiore House Limited and Didsbury MSK Limited. In 2023, Spire Healthcare acquired
an additional 24.9% interest in Montefiore House Limited, and now owns 75.1% of this entity. The accumulated
interest relating to Montefiore has therefore been reclassified to retained earnings.
Accumulated balances of material non-controlling interest:
(£m)
Montefiore
House Limited
Didsbury MSK
Limited
Total
Accumulated balances of non-controlling interest at
1 January 2023
(6.4)
0.5
(5.9)
Profit allocated to non-controlling interests
–
0.6
0.6
Recycled loss for non-controlling interest purchased by parent
3.2
–
3.2
Accumulated balances of material non-controlling interest at
31 December 2024
(3.2)
1.1
(2.1)
Profit allocated to non-controlling interests
0.3
0.3
0.6
Dividends paid to non-controlling interests
–
(0.7)
(0.7)
Accumulated balances of non-controlling interest at
31 December 2024
(2.9)
0.7
(2.2)
Within the entities, the most material assets and liabilities relate to right of use assets and lease liabilities
in respect of property. Except for the lease rental payments, the majority of cash flows are generated through
operations. In 2023, the group entered into an agreement with the non-controlling interest of Montefiore
House Limited, in which both parties can exercise an option for Spire to purchase the remaining 25% interest
in the subsidiary at a future date. The purchase price is calculated in line with pre-determined metrics which
are based on the subsidiary’s EBITDA performance and the group multiple.
Guarantees with group undertakings for the year ended 31 December 2024
Spire Healthcare Group plc agreed to provide a guarantee, in the course of ordinary business to the below
subsidiaries to take exemption from having their financial statements audited under section 479A to 479C of
the Companies Act 2006. The guarantee to these subsidiaries is to guarantee outstanding liabilities, including
contingent and prospective liabilities, for the financial year ended 31 December 2024. In respect to this
guarantee, it is judged to be remote that any cash outflow will arise.
Subsidiary
Companies house registration number
Spire Healthcare Properties Limited
01829406
Spire Healthcare Property Developments Limited
08996103
Claremont Hospital Holdings Limited
08534235
Spire Thames Valley Hospital Propco Limited
06480375
Fox Healthcare Acquisitions Limited
06487777
Classic Hospitals Property Limited
05389607
Subsidiary
Companies house registration number
Spire UK Holdco 4 Limited
06342689
Spire Property 1 Limited
06408718
Spire Property 4 Limited
06408872
Spire Property 5 Limited
06408908
Spire Property 6 Limited
06408930
Spire Property 13 Limited
06409008
Spire Property 16 Limited
06409066
Spire Property 18 Limited
06409117
Spire Property 19 Limited
06409119
Spire Property 23 Limited
06409139
Pennine MSK Partnership Limited
06598870
Physio For All Limited
04467367
Physiotherapy2fit Ltd
07780826
The Abbey Clinic Limited
06611658
The Bisham Abbey Knee Clinic Limited
10265025
18. Inventories
(£m)
2024
2023
Prostheses, drugs, medical and other consumables
46.6
44.3
Cost of sales for the year ended 31 December 2024 includes inventories recognised as an expense amounting
to £275.1 million (2023: £265.0 million).
19. Trade and other receivables
(£m)
2024
2023
Amounts falling due within one year:
Trade receivables
83.1
74.8
Unbilled receivables
22.2
20.2
Prepayments
26.1
21.9
Other receivables
6.2
10.2
137.6
127.1
Allowance for expected credit losses
(6.2)
(5.5)
Total current trade and other receivables
131.4
121.6
Unbilled receivables reflects work in progress where a patient had treatment, or was receiving treatment,
at the end of the period and the invoice had not yet been raised.
Other receivables of £6.2 million includes £4.3 million insurance reimbursement right (2023: £4.6 million); and
£1.3 million (2023: £4.1 million) reimbursement right related to the Paterson fund.
The Paterson fund is being held by solicitors on account until payments are made, with any amount not paid
out being returned to Spire Healthcare. During the year, £4.7 million was paid out of this fund and an additional
£1.4 million was paid into the fund. The amounts paid to the Paterson fund do not reflect an investment
in a financial asset, but merely a right to reimbursement should the fund not be utilised in full.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
153
19. Trade and other receivables continued
Trade receivables comprise amounts due from private medical insurers, the NHS, self-pay patients, consultants
and other third parties who use the group’s facilities. Invoices to customers fall due within 60 days of the date
of issue.
The group was successful in its bid to be included on the NHSE Framework for purchasing additional activity
from the independent sector, which commenced in April 2021. Inclusion on the framework is at an agreed price
for activity, based on the NHS tariff, but carries no guaranteed volumes. For contracts under the framework
that include an estimated contract value, billing is in advance for the expected volume, with a quarterly
true-up for actual volumes undertaken. For contracts under the framework without an estimated contract
value (which can include local agreements), billing is in arrears based on actual volumes only.
The ageing of trade receivables is shown below and shows amounts that are past due at the reporting date
(excluding payments on account where there is no right to offset these at the reporting date). A provision for
expected credit losses has been recognised at the reporting date through consideration of the ageing profile
of the group’s trade receivables and the perceived credit quality of its customers reflecting net debt due. The
carrying amount of trade receivables, net of expected credit losses, is considered to be an approximation to
its fair value.
The loss allowance as at 31 December 2024 for trade receivables was determined as follows:
Current
0-30 days
31-90 days
91-364 days
1-2 years
Total
Expected loss rate
1.0%
3.9%
42.9%
57.6%
33.9%
5.6%
Gross debt (£m)
81.8
17.8
2.1
3.3
5.6
110.6
Less payments on account (£m)
–
–
–
–
–
(27.5)
Carrying amount of trade receivables (£m)
83.1
Loss allowance (£m)
0.8
0.7
0.9
1.9
1.9
6.2
The loss allowance as at 31 December 2023 for trade receivables was determined as follows:
Current
0-30 days
31-90 days
91-364 days
1-2 years
Total
Expected loss rate
0.0%
2.7%
16.3%
29.0%
41.9%
5.1%
Gross debt (£m)
75.3
14.8
4.3
6.2
6.2
106.8
Less payments on account (£m)
–
–
–
–
–
(32.0)
Carrying amount of trade receivables (£m)
74.8
Loss allowance (£m)
–
0.4
0.7
1.8
2.6
5.5
Trade receivables are written off when there is no longer a reasonable expectation of recovery. Indicators
that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage
in a repayment plan with the group, and failure to make contractual payments for a period of greater than two
years past due.
The group assesses on a forward-looking basis expected credit losses associated with its debt instruments
carried at amortised cost. The impairment methodology applied for trade receivables is the simplified
approach, which requires expected lifetime losses to be recognised from initial recognition of the
trade receivables.
Trade receivables after expected credit losses comprise the following wider customer/payor groups:
(£m)
2024
2023
Private medical insurers
31.1
29.5
NHS
30.7
25.0
Patient debt
6.0
4.1
Other
9.1
10.7
76.9
69.3
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
(£m)
2024
2023
At 1 January
5.5
5.0
Provided in the year
2.0
1.6
Utilised during the year
(0.3)
(0.3)
Released during the year
(1.0)
(0.9)
At 31 December
6.2
5.5
The group applies the IFRS 9 simplified approach to measuring Expected Credit Losses (ECLs) for trade
receivables. Under this standard, lifetime ECL provisions are recognised for trade receivables using a matrix
of rates dependent on age thresholds and customer types. The ECL rates are determined with reference to
historical performance of each payor age group during the last two years.
To develop the ECL matrix, trade receivables were grouped according to shared characteristics (payor/payor
type) and the days past due. As the majority of the group’s debt is receivable from large, well-funded insurance
companies, the National Health Service or from a large number of individuals, the group has concluded that
historical debt performance of the portfolio during the last two reporting periods provides a reasonable
approximation of the future expected loss rates for each payor age category.
20. Cash and cash equivalents
(£m)
2024
2023
Cash at bank
33.8
20.7
Short-term deposits
7.4
28.9
41.2
49.6
Cash and cash equivalents comprise cash balances, short-term deposits and other short-term highly liquid
investments (including money market funds) with maturities not exceeding three months placed with
investment grade counterparties which are subject to an insignificant risk of change in value.
21. Non-current assets held for sale
As at 31 December 2024 the group’s management have committed to sell a parcel of land at Bostocks Lane
as the group has accepted an offer on the property. The sale is considered highly probable and the assessment
has not changed. It therefore remains as classified as held for sale.
(£m)
2024
2023
Bostocks Lane (East Midlands Cancer Centre)
1.1
1.1
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
154
Governance report
Overview
Strategic report
Financial statements
Other information
22. Share capital and reserves
2024
2023
Authorised shares
Ordinary share of £0.01 each
402,751,824
404,126,630
402,751,824
404,126,630
2024
2023
£0.01 ordinary shares
£0.01 ordinary shares
Shares
£’000
Shares
£’000
Issued and fully paid
At 1 January
404,126,630
4,042
404,108,470
4,041
Issued during the year
13,943
–
18,160
1
Cancelled during the year
(1,388,749)
(14)
–
–
At 31 December
402,751,824
4,028
404,126,630
4,042
Share premium
(£m)
2024
2023
At 1 January
830.0
830.0
Issue of new shares
–
–
At 31 December
830.0
830.0
Capital reserves
This reserve represents the loans of £376.1 million due to the former ultimate parent undertaking and
management that were forgiven by those counterparties as part of the reorganisation of the group prior to the
IPO in 2014.
Capital redemption reserve
During the year, the group announced a share buyback programme, the company redeemed 1,388,749 shares
with a nominal value of £0.01 per share, resulting in a transfer of £13,887 from distributable profits to the
Capital redemption reserve.
EBT share reserves
Equiniti Trust (Jersey) Limited is acting in its capacity as trustee of the company’s Employee Benefit Trust (EBT).
The purpose of the EBT is to further the interests of the company by benefitting employees and former
employees of the group and certain of their dependants. The EBT is treated as an extension of the group
and the company.
During the year, the EBT purchased 1,312,000 shares and transferred 1,235,976 (2023: 1,339,634 shares
acquired and 1,054,620 transferred) in order to settle share awards in relation to the directors’ share bonus
award and Long-Term Incentive Plan.
Where the EBT purchases the company’s equity share capital the consideration paid, including any directly
attributable incremental costs, is deducted from equity attributable to the company’s equity holders until the
shares are cancelled or reissued. As at 31 December 2024, 388,184 shares (2023: 312,160) were held by the EBT
in relation to the directors’ share bonus award and Long-Term Incentive Plan. The EBT share reserve represents
the consideration paid when the EBT purchases the company’s equity share capital, until the shares are
reissued.
As with prior years, the company will continue to fund the Spire Healthcare Employee Benefit Trust (EBT),
a discretionary trust held for the benefit of the group’s employees, for the ongoing acquisition of shares
to satisfy the exercise of share plan awards by employees.
2024
2023
(£m)
(Number of
shares)
(£m)
(Number of
shares)
At 1 January
0.7
312,160
–
27,146
Purchased
3.1
1,312,000
3.1
1,339,634
Exercised
(2.9)
(1,235,976)
(2.4)
(1,054,620)
At 31 December
0.9
388,184
0.7
312,160
Hedging reserve
The balance of £2.1 million at 31 December 2024 (2023: £3.3 million) reflects the £4.3 million debit (2023: £4.4
million debit) recycled in the period, the fair value credit of £2.8 million (2023: £0.2 million credit) and the £0.3
million tax credit on the profit (2023: £0.9 million credit) to give a net movement of a decrease of £1.2 million
during the year (2023: a decrease of £3.3 million) on a hedged transaction. See note 23 for further information.
23. Borrowings
The group has borrowings in two forms, bank borrowings and lease liabilities as disclosed on the consolidated
balance sheet. Total borrowings at 31 December 2024 were £1,279.9 million (2023: £1,257.0 million). More
detail in respect of these two forms of borrowings are set out below.
Bank borrowings
The bank loans are secured on fixed and floating charges over both the present and future assets of material
subsidiaries of the group. On 24 February 2022, the group successfully refinanced its debt facilities with
a syndicate of existing and new lenders. The arrangement has a maturity of February 2027. The financial
covenants relating to this new agreement are materially unchanged. The loan is non-amortising and carries
interest at a margin of 2.05% over SONIA (2023: 2.05% over SONIA).
(£m)
2024
2023
Amount due for settlement within 12 months
3.6
3.4
Amount due for settlement after 12 months
363.5
361.9
Total bank borrowings
367.1
365.3
Terms and debt repayment schedule
The maturity date is the date on which the relevant bank loans are due to be fully repaid.
The carrying amounts drawn (after issue costs and including interest accrued) under facilities in place at the
balance sheet date were as follows:
(£m)
Maturity
Margin over SONIA
2024
2023
Senior finance facility
February 2027
2.05%
327.1
325.3
Revolving credit facility
February 2027
1.95%
40.0
40.0
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
155
23. Borrowings continued
Terms and debt repayment schedule continued
Net debt for the purposes of the covenant test in respect of the Senior Loan Facility was £323.8 million (2023:
£315.4 million) and the net debt to EBITDA ratio was 2.0x (2023: 2.2x). The net debt for covenant purposes
comprises the senior facility of £325.0 million, drawn revolving credit facility of £40.0 million less cash and cash
equivalents of £41.2 million. EBITDA for covenant purposes comprises Adjusted EBITDA for Last Twelve Months
(LTM) of pre-IFRS 16 Adjusted EBITDA of £171.1 million (2023: £152.9 million) less the rental of a finance lease
pre-IFRS 16 of £10.4 million (2023: £10.0 million).
The interest cover for covenant purposes was 7.5x (2023: 8.5x) and is calculated as the pre-IFRS 16 EBITDA
described above over pre-IFRS 16 finance costs paid.
The senior finance facility includes a sustainability-linked element connected to environmental and quality
factors. The group also has access to a further £60.0 million through a committed and undrawn revolving
credit facility to February 2027.
Effect of covenants
The group’s non-current bank borrowings include borrowings amounting to £365.0 million that contain
covenants, which, if not met, would result in the borrowings becoming repayable on demand. These borrowings
are otherwise repayable more than 12 months after the end of the reporting period. The financial covenants
are tested by reference to the most recent consolidated financial statements of the group, namely, 30 June and
31 December each year. The financial covenants are for the leverage ratio to be below 4.0x and interest cover to
be in excess of 4.0x. As at 31 December 2024, the group complied with all covenants as the leverage measure
stood at 2.0x and interest cover of 7.5x and therefore bank borrowings remain classified as non-current
liabilities. The group is not aware of any circumstances in which there will be a breach in financial covenants.
Lease liabilities
The group has finance in respect of hospital properties, vehicles, office and medical equipment. The leases are
secured on fixed and floating charges over both the present and future assets of material subsidiaries in the
group. Leases, with a present value liability of £912.8 million (2023: £891.7 million), expire in various years to 2046
and carry incremental borrowing rates in the range 3.2% – 14.6% (2023: 3.1% – 14.6%). Rents in respect of hospital
property leases are reviewed annually with reference to RPI or CPI, subject to assorted floors and caps. The
discount rates used are calculated on a lease by lease basis, and are based on estimates of incremental borrowing
rates. A movement in the incremental borrowing rate of 1% would result in an 7.5% movement in lease liability.
In the year, the group recognised charges of £3.4 million (2023: £3.8 million) of lease expenses relating to low
value leases and £17.0 million (2023: £14.8 million) of lease expense in respect of short-term leases for which
the exemption under IFRS 16 has been taken. Lease commitments for short term leases are not dissimilar to
the expense recognised. The total cash outflow for leases is £122.7 million (2023: £118.8 million). The group
has not made any variable lease payments in the year. The group is a lessor to one lease to external parties
and has recognised a finance lease receivable of £4.4 million (2023: Nil). The terms of the sublease are the same
as those contained in the head-lease. There have been no (2023: no) sale and leaseback transactions in the year.
Where new leases have the right to extend and management is not reasonably certain to exercise the extension
option, those future cash flows are not reflected in the lease liability balance. If the option to extend was
exercised the lease liability would increase by £239 million.
During the year the group sold its Tunbridge Wells Hospital business to Maidstone and Tunbridge Wells NHS
Trust. As part of the sale agreement, the group has entered into a sub lease agreement with the trust to lease
the Tunbridge Wells property. The finance lease receivable represents the cash flows receivable from the trust
to settle the lease obligation in the head lease.
Some leases receive RPI increases on an annual basis which affects both the cash flow and interest charged on
those leases. Except for this increase, cash flows and charges are expected to remain in line with current year.
The cash flows above do not reflect any termination, extension or break clause options as management is
reasonably certain that the options will not be exercised. There are no significant restrictions or covenants
which impact the cash flows in respect of these leases.
See note 14 for more detail on the depreciation of the right-of-use (ROU) assets and note 10 for more detail
on the interest expense relating to leases.
Changes in bank borrowings and lease liabilities arising from financing activities
(£m)
1 January
Cash flows
Non cash
changes1
Additions2
31 December
2024
Bank loans
365.3
(22.0)
23.8
–
367.1
Lease liabilities
891.7
(102.3)
76.1
47.3
912.8
Total
1,257.0
(124.3)
99.9
47.3
1,279.9
(£m)
1 January
Cash flows
Non cash
changes1
Additions2
31 December
2023
Bank loans
324.3
(17.0)
18.0
40.0
365.3
Lease liabilities
866.5
(100.2)
73.0
52.4
891.7
Total
1,190.8
(117.2)
91.0
92.4
1,257.0
1. Non-cash changes reflect interest charged on the loan.
2. Additions include both new leases entered into, indexation of existing leases and acquisitions of subsidiaries.
Derivatives
The following derivatives were in place at 31 December:
Interest rate
Maturity date
Notional amount
Carrying value
Asset
31 December 2024 (£m)
Interest rate swaps
2.7780%
Feb 2026
162.5
2.9
31 December 2023 (£m)
Interest rate swaps
2.7780%
Feb 2026
243.8
4.4
(£m)
2024
2023
Amount due for settlement within 12 months
2.5
4.0
Amount due for settlement after 12 months
0.4
0.4
Total derivatives asset
2.9
4.4
The group entered into interest rate swaps on the 25 July 2022. The movement in respect of derivatives
reflects £4.3 million (2023: £4.4 million) recycled in the period and a £2.8 million credit (2023: £0.2 million
credit) in fair value. All movements are reflected within other comprehensive income.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
156
Governance report
Overview
Strategic report
Financial statements
Other information
24. Financial liabilities
Financial instruments to purchase non-controlling interest
In 2023 the group entered into an agreement with the non-controlling interest of one of its subsidiaries,
Montefiore House Limited, in which both parties can exercise an option for Spire Healthcare to purchase the
remaining 25% interest in the subsidiary at a future date. On 21 February 2025, Brighton Orthopaedic and
Sports Injury Clinic Limited (BOSIC) formally notified Spire Healthcare of the intention to exercise their option.
The purchase price is calculated in line with pre-determined metrics which are based on the subsidiary’s EBITDA
performance and the group multiple. The option can be exercised between two to five years. The expected
future cash flow to settle the obligation is discounted at the group cost of debt of 8.1%. The financial liability
is initially recognised through equity at the present value of future cash flows and subsequently recognised at
amortised cost.
(£m)
2024
2023
Valuation at 1 January
9.6
–
Movement in financial liability
(1.6)
–
Option to purchase non-controlling interests
–
9.6
Valuation at 31 December
8.0
9.6
25. Deferred tax
(£m)
Property,
plant and
equipment
Intangible
IFRS 16
leases –
spreading
IFRS 16
Share-
based
payments
Losses
Provisions
and other
temporary
differences
Total
At 1 January 2023
78.0
–
(45.2)
33.0
(4.0)
(6.2)
0.6
56.2
(Credit)/charge to the
profit or loss
7.2
–
2.3
1.4
(0.6)
–
(0.3)
10.0
(Credit)/charge to other
comprehensive income
and equity
–
–
–
–
0.5
–
(0.9)
(0.4)
Adjustment in respect
of prior year
0.3
–
–
–
–
–
(3.2)
(2.9)
Recognised on acquisition
1.1
5.0
–
–
–
(1.1)
–
5.0
At 1 January 2024
86.6
5.0
(42.9)
34.4
(4.1)
(7.3)
(3.8)
67.9
(Credit)/charge to the
profit or loss
6.4
(0.4)
2.4
0.8
(0.1)
–
1.2
10.3
(Credit)/charge to other
comprehensive income
and equity
–
–
–
–
0.5
–
(0.2)
0.3
Adjustment in respect
of prior year
0.6
–
–
–
(0.1)
0.2
1.6
2.3
At 31 December 2024
93.6
4.6
(40.5)
35.2
(3.8)
(7.1)
(1.2)
80.8
Disclosed within liabilities
93.6
4.6
(40.5)
35.2
(3.8)
(7.1)
(1.2)
80.8
Deferred tax on property, plant and equipment has arisen on differences between the carrying value of the
relevant assets and the tax base.
On the acquisition of Vita Health Group, a deferred tax asset has been recognised for losses as they are
expected to be available for utilisation across the wider group from the fifth anniversary of the acquisition
date. In addition, a deferred tax liability has been recognised in respect of fixed assets. On acquisition, the
group has recognised an intangible asset in respect of customer contracts. A deferred tax liability of £5 million
was recognised in the prior year and is unwinding in line with amortisation of the intangible in future years.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when
the asset is realised or the liability settled, based on tax rates that have been enacted, or substantively enacted,
at the balance sheet date. The group has separately calculated the tax rates applicable in respect of adjusting
items for the period. Deferred tax in the current period continues to be measured at 25%.
Deferred tax assets are recognised on the basis that the deferred tax liabilities represent forecast profits of the
appropriate type (either capital or trading) and therefore represent a suitable taxable profit against the reversal
of the deferred tax assets can be offset. Deferred tax assets and liabilities in relation to property are only offset
to the extent that they relate to the same site.
The group has unrecognised deferred tax assets (which do not expire) as follows:
2024
2023
(£m)
Gross
Tax effected
Gross
Tax effected
Trading losses
10.4
2.6
11.7
2.6
Tax basis for future capital disposals
11.6
2.9
11.6
2.9
Total
22.0
5.5
23.3
5.5
These amounts are the expected tax value of the gross temporary difference at the enacted long-term tax
rate of 25% (2023: 25%). A deferred tax asset has not been recognised in respect of these amounts due to
uncertainties as to the timing of future profits that the trading losses could be offset against and tax basis
for capital disposals could be utilised.
26. Provisions
(£m)
Medical
malpractice
Business
restructuring
and other
Total
At 1 January 2024
15.1
1.3
16.4
Increase in existing provisions
4.6
0.8
5.4
Provisions utilised
(6.5)
(0.2)
(6.7)
Provisions released
–
(0.9)
(0.9)
At 31 December 2024
13.2
1.0
14.2
Medical malpractice relates to estimated liabilities arising from claims for damages in respect of services
previously supplied to patients. During the period £4.6 million was added due to additional claims received,
and £6.5 million utilised. Amounts are shown gross of insured liabilities. Any such insurance recoveries of
£4.3 million (December 2023: £4.6 million) are recognised in other receivables.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
157
26. Provisions continued
In response to the publication of the public inquiry report on Paterson on 4 February 2020, Spire Healthcare
established a provision in respect of implementing the recommendations including a detailed patient review
and support for patients. Since inception of the provision in 2021 £13.1 million has been utilised in settlement
of patient claims. The provision to complete the reviews, settle any claims and costs in respect of other
Paterson items has been increased by £4.6 million as reported in June 2024.
The provision was established by Spire Healthcare in respect of implementing the recommendations of the
independent inquiry including a detailed patient review and support for patients of Paterson. The project is
complex and the process for review and settlement of claims, where relevant, takes some time. The detailed
patient review has now reached the milestone of having contacted all living patients and invited them, where
appropriate, to consultations to discuss their care. As a consequence, the rate of new claims has dropped
significantly, as most patients now have their outcomes of their review and have initiated their claim, where
relevant. Claims activity in the second half of the year has therefore been in line with the assumptions taken
by management and the provision established at the half year. As a result there has been no subsequent
increase in the provision. In addition, £1.7 million of legal fees have been incurred for the ongoing inquests.
While it is possible that, as further information becomes available, an adjustment to this provision will be
required, at this time it reflects management’s best estimate of the costs and settlement of claims.
As at 31 December 2024, the business restructuring and other provisions primarily includes dilapidation
provisions for the primary care business. During the year the group released its provision related to acquisition
tax matters other than income tax as the relevant tax years have closed for review.
Provisions as at 31 December 2024 are materially considered to be current and expected to be utilised at any
time within the next twelve months, subject to external factors beyond the group’s control.
27. Trade and other payables
(£m)
2024
2023
Trade payables
84.9
63.9
Accrued expenses
53.8
65.9
Deferred income
10.5
10.4
Social security and other taxes
18.4
15.2
Other payables
46.4
41.7
Trade and other payables
214.0
197.1
Accrued expenses includes general operating expenses incurred but not invoiced as at the year end, as well
as holiday pay accrued of £2.1 million (2023: £2.1 million), and bonuses accrued during the year and paid during
the following year of £5.3 million (2023: £12.7 million). Deferred income of £10.5 million relates to contract
revenue of VHG.
Other payables include an accrual for pensions and payments on account. Revenue is not recognised in respect
of payments on account until the performance obligation has been met at year end the balance of payments on
account was £2.4 million (2023: £10.3 million). In addition other credit balances re-classed from trade debtors were
£38.1 million (2023: £32.0 million), which largely relate to NHS credits. Payments on account are expected to be
utilised against patient procedures within the following 12 months. The balance of payments on account as at
31 December 2023 were utilised in the current year when the patient attended the procedure, and not cancelling
or deferring treatment, such payments on account could result in repayment to the patient should they request so.
28. Dividends
(£m)
2024
2023
Final dividend for the year ended 31 December 2022 (0.5 pence per share)
–
2.0
Final dividend for the year ended 31 December 2023 (2.1 pence per share)
8.5
–
Dividend paid to non-controlling interests
0.7
–
Total dividends paid
9.2
2.0
Since the end of the financial year, the directors have proposed a final dividend of approximately 2.3 pence per
share. The dividend is subject to approval by shareholders at the Annual General Meeting and is therefore not
included in the balance sheet as a liability at 31 December 2024.
29. Share-based payments
The group operates a number of share-based payment schemes for executive directors and other employees,
all of which are equity settled.
The group has no legal or constructive obligation to repurchase or settle any of the options in cash. The total
cost in respect of LTIPs and SAYE recognised in the income statement was £4.2 million in the year ended
31 December 2024 (2023: £3.7 million). Employer’s national insurance is being accrued, where applicable, at
the rate of 14.3%, which management expects to be the prevailing rate at the time the options are exercised,
based on the share price at the reporting date. The total national insurance charge for the year was £0.5 million
(2023: £0.4 million).
The following table analyses the total cost between each of the relevant schemes, together with the number
of options outstanding:
2024
2023
Charge
£m
Number of
options
(thousands)
Charge
£m
Number of
options
(thousands)
Long Term Incentive Plan
3.3
11,643
3.0
12,394
Deferred Share Bonus Plan
–
531
–
449
Save As You Earn (SAYE)
0.7
2,957
0.7
3,252
Cash-settled Long Term Incentive Plan
0.2
–
–
–
4.2
15,131
3.7
16,095
A summary of the main features of the scheme is shown below:
Long Term Incentive Plan
The Long Term Incentive Plan (LTIP) is open to executive directors and designated senior managers, and awards
are made at the discretion of the remuneration committee. Awards are subject to market and non-market
performance criteria.
Awards granted under the LTIP vest subject to achievement of performance conditions measured over a period
of at least three years, unless the committee determines otherwise. Awards may be in the form of conditional
share awards or nil-cost options or any other form allowed by the plan rules.
Vesting of awards will be dependent on a range of financial, operational or share price measures, as set by
the committee, which are aligned with the long-term strategic objectives of the group and shareholder value
creation. No less than 30% of an award will be based on share price measures. The remainder will be based on
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
158
Governance report
Overview
Strategic report
Financial statements
Other information
29. Share-based payments continued
Long Term Incentive Plan continued
either financial and/or operational measures. At the threshold performance, no more than 25% of the award
will vest, rising to 100% for maximum performance.
On 14 March 2022, the company granted a total of 3,097,060 options to the executive directors and other
senior management. The options will vest based on return on capital employed (ROCE) (35%) targets for the
financial year ending 31 December 2024, relative total shareholder return (TSR) (35%) targets on performance
over the three-year period to 31 December 2024 and operational excellence (OE) (30%) targets based on
employee engagement targets and regulatory ratings for the current portfolio of hospitals, subject to continued
employment. Upon vesting, the options will remain exercisable until March 2032. The executive directors are
subject to a two-year holding period, whilst other senior management are not.
On 15 March 2023, the company granted a total of 2,980,384 options to the executive directors and other
senior management. The options will vest based on return on capital employed (ROCE) (35%) targets for the
financial year ending 31 December 2025, relative total shareholder return (TSR) (35%) targets on performance
over the three-year period to 31 December 2025 and operational excellence (OE) (30%) targets based on
employee engagement targets and regulatory ratings for the current portfolio of hospitals, subject to
continued employment. Upon vesting, the options will remain exercisable until March 2033. The executive
directors are subject to a two-year holding period, whilst other senior management are not.
On 14 March 2024, the company granted a total of 2,054,599 options to the executive directors and other
senior management. The options will vest based on return on capital employed (‘ROCE’) (35%) targets for the
financial year ending 31 December 2026, relative total shareholder return (‘TSR’) (20%) targets over the three
year period to 31 December 2026, EBITDA margin (15%) targets for the financial year ending 31 December 2026
for the Company’s Hospital Business and operational excellence (‘OE’) (30%) targets based on employee
engagement targets and regulatory ratings for the current portfolio of hospitals (including The Doctors Clinic
Group, but excluding new clinics that open during the performance period and Vita Health Group). The options
are subject to continued employment and, upon vesting, will remain exercisable until March 2034. The executive
directors are subject to a two-year holding period.
On 14 March 2024, the company also granted a total of 235,231 options to senior management. These options
will vest based on return on capital employed (‘ROCE’) (35%) targets for the financial year ending 31 December
2026, relative total shareholder return (‘TSR’) (20%) targets on performance over the three year period to
31 December 2026, EBITDA margin (15%) targets for the financial year ending 31 December 2026 for the VHG
and operational excellence (‘OE’) (30%) targets (based on non-market vesting conditions related to access rates
and recovery for mature contracts and employee engagement targets for the VHG). The options are subject
to continued employment and, upon vesting, will remain exercisable until March 2034.
Deferred Share Bonus Plan
The Deferred Share Bonus Plan is a discretionary executive share bonus plan under which the remuneration
committee determines that a proportion of a participant’s annual bonus will be deferred. The market value of
the shares granted to any employee will be equal to one-third of the total annual bonus that would otherwise
have been payable to the individual. The awards will be granted on the day after the announcement of the
group’s annual results. The awards will normally vest over a three-year period.
On 14 March 2022, the company granted a total of 142,427 options to executive directors, with a vesting
date of 14 March 2025. There are no performance conditions in respect of the scheme and is subject to
continued employment.
On 15 March 2023, the company granted a total of 168,042 options to executive directors, with a vesting
date of 15 March 2026. There are no performance conditions in respect of the scheme and is subject to
continued employment.
On 14 March 2024, the company granted a total of 221,319 options to executive directors, with a vesting
date of 14 March 2027. There are no performance conditions in respect of the scheme and is subject to
continued employment.
Save As You Earn
The Save As You Earn (SAYE) is open to all Spire Healthcare employees. Vesting will be dependent on continued
employment for a period of three years from grant. The requirement to save is a non-vesting condition.
On 24 April 2022, the company granted 3,800,557 options to employees with a vesting date of 1 June 2025.
There are no performance conditions in respect of the scheme. Upon vesting, the options will remain
exercisable for six months. The IFRS 2 charge has been calculated using an adjusted Black Scholes model
with judgements including leavers of the scheme (employees who may cease to save) and dividend yields.
The aggregate number of share awards outstanding for the group and their weighted average contractual life
is shown below:
2024
LTIP (ROCE
condition)
(thousands)
LTIP (TSR
condition)
(thousands)
LTIP (EBITDA
condition)
(thousands)
LTIP (EPS
condition)
(thousands)
LTIP (OE
condition)
(thousands)
Deferred Share
Bonus Plan
(thousands)
SAYE
(thousands)
At 1 January
3,076
4,458
–
902
3,958
449
3,252
Granted
801
458
343
–
687
221
–
Exercised
(181)
(865)
–
(423)
(716)
(139)
(14)
Surrendered1
(99)
(99)
–
–
(84)
–
–
Cancelled2
(476)
337
–
(479)
45
–
(281)
At 31 December
3,121
4,289
343
–
3,890
531
2,957
Exercisable at 31
December
417
1,928
–
–
1,571
–
32
Weighted average
contractual life
1.0 years
0.6 years
2.2 years
0 years
0.7 years
1.3 years
0.4 years
2023
LTIP (ROCE
condition)
(thousands)
LTIP (TSR
condition)
(thousands)
LTIP (EPS
condition)
(thousands)
LTIP (OE
condition)
(thousands)
Deferred Share
Bonus Plan
(thousands)
SAYE
(thousands)
At 1 January
2,169
4,726
1,540
4,343
525
3,652
Granted
1,043
1,043
–
894
168
–
Exercised
–
(652)
(380)
(636)
(244)
(18)
Surrendered1
(69)
(69)
–
(59)
–
–
Cancelled2
(67)
(590)
(258)
(584)
–
(382)
At 31 December
3,076
4,458
902
3,958
449
3,252
Exercisable at 31 December
–
–
–
–
–
14
Weighted average contractual life
2.6 years
2.0 years
0.7 years
2.0 years
1.3 years
1.4 years
1. These are shares where the participants are considered to be good leavers and forfeit a proportion of their shares on pro-rata basis.
2. These are shares where the participants forfeit all share options.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
159
29. Share-based payments continued
The weighted average share price for the share awards exercised during the period is £2.34 per share.
Share options outstanding at the end of the year have the following expiry date:
Grant – vest
Expiry date
Exercise price
(£)
Share options
thousands
2024
2023
LTIP grants
30/03/2017 – March 2020
30/03/2027
–
–
2
28/03/2018 – March 2021
28/03/2028
–
–
18
25/03/2019 – March 2022
25/03/2029
–
–
1,188
06/04/2020 – April 2023
06/04/2030
–
2,176
2,396
18/03/2021 – March 2024
18/03/2031
–
1,741
3,038
14/03/2022 – March 2025
14/03/2032
–
2,644
2,860
15/03/2023 – March 2026
15/03/2033
–
2,792
2,892
14/03/2024 – March 2027
14/03/2034
–
2,290
–
Deferred Share Bonus Plan
18/03/2021 – March 2024
17/03/2031
–
–
139
14/03/2022 – March 2025
13/03/2032
–
142
142
15/03/2023 – March 2026
14/03/2033
–
168
168
14/03/2024 – March 2027
13/03/2034
–
221
–
Save As You Earn
26/04/2022 – June 2025
01/12/2025
1.98
2,957
3,252
During the year, 1,162,366 shares, relating to LTIPs, were exercised from the company’s Employee Benefit Trust
(EBT), during the year (see note 22 for more information). Where considered the most appropriate use of surplus
cash, the company will continue to fund the Spire Healthcare Employee Benefit Trust (EBT), a discretionary trust
held for the benefit of the group’s employees, for the ongoing acquisition of shares to satisfy the exercise of
share plan awards by employees.
The following information is relevant to the determination of the fair value of the awards granted for the years
ended 31 December 2024 and 2023, respectively, under the schemes:
2024
LTIP
(TSR condition)
LTIP
(ROCE condition)
LTIP
(EBITDA condition)
LTIP
(OE condition)
Deferred Share
Bonus Plan
Option pricing model
Monte Carlo
Fair value at
grant date
Fair value at
grant date
Fair value at
grant date
n/a
Fair value at grant date (£)
1.35
2.36
2.36
2.36
n/a
Fair value at grant date for
shares subject to holding
period (£)
1.23
2.15
2.15
2.15
n/a
Weighted average share price
at grant date (£)
2.36
2.36
2.36
2.36
n/a
Exercise price (£)
Nil
Nil
Nil
Nil
n/a
Weighted average
contractual life
3.8 years
3.8 years
3.8 years
3.8 years
3 years
Expected dividend yield
n/a
n/a
n/a
n/a
n/a
Risk-free interest rate
4.1%
n/a
n/a
n/a
n/a
Volatility1
28%
n/a
n/a
n/a
n/a
2023
LTIP
(TSR condition)
LTIP
(ROCE condition)
LTIP
(OE condition)
Deferred Share
Bonus Plan
Save as you Earn
Option pricing model
Monte Carlo
Fair value at
grant date
Fair value at
grant date
n/a
Black-Schöles
model
Fair value at grant date (£)
1.26
2.10
2.10
n/a
0.71
Fair value at grant date for
shares subject to holding
period (£)
1.07
1.78
1.78
n/a
n/a
Weighted average share price
at grant date (£)
2.10
2.10
2.10
n/a
2.10
Exercise price (£)
Nil
Nil
Nil
Nil
1.98
Weighted average
contractual life
3.1 years
3.1 years
3.1 years
1.8 years
1.4 years
Expected dividend yield
n/a
n/a
n/a
n/a
n/a
Risk-free interest rate
3.4%
n/a
n/a
n/a
n/a
Volatility1
49%
49%
49%
n/a
n/a
1. The expected volatility is based on the historical volatility of the company and a comparator group of other international healthcare
companies.
30. Reconciliation of cash generated from operations
(£m)
Note
2024
2023
Cash flows from operating activities
Profit before taxation
38.3
34.6
Adjustments to reconcile profit before tax to net cash flows:
Fair value movement on financial liability
(1.6)
–
(Profit)/loss on disposal of property, plant and equipment
(5.2)
(0.3)
Adjusting items – other
1.5
1.5
Depreciation of property, plant and equipment and right-of-use assets
14
108.0
103.0
Amortisation on intangible assets
15
4.2
0.6
Finance income
10
(0.7)
(1.4)
Finance costs
10
99.9
93.0
Other income
6
(5.8)
(3.6)
Share-based payments expense
29
4.2
3.7
Movements in working capital:
Increase in trade receivables and other receivables
(11.0)
(12.7)
Increase in inventories
(2.3)
(3.7)
Increase in trade and other payables
9.0
2.2
Decrease in provisions
(2.7)
(1.3)
Cash generated from operations
235.8
215.6
31. Commitments
Consignment stock
At 31 December 2024, the group held consignment stock on sale or return of £25.5 million (2023: £24.5 million).
The group is only required to pay for the equipment it chooses to use and therefore this stock is not recognised
as an asset.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
160
Governance report
Overview
Strategic report
Financial statements
Other information
31. Commitments continued
Capital commitments
Capital commitments comprise amounts payable under capital contracts which are duly authorised and in
progress at the consolidated balance sheet date. They include the full cost of goods and services to be provided
under the contracts through to completion. The group has rights within its contracts to terminate at short
notice and, therefore, cancellation payments are minimal.
Capital commitments at the end of the year were as follows:
(£m)
2024
2023
Contracted but not provided for
24.7
31.6
32. Financial guarantees
The group had the following guarantees at 31 December 2024:
– The bankers to Spire Healthcare Limited have issued a letter of credit in the maximum amount of £1.5 million
(2023: £1.5 million) in relation to contractual pension obligations
– Under certain lease agreements entered into on 26 January 2010, the group has given undertakings relating
to obligations in the lease documentation and the assets of the group are subject to a fixed and floating
charge. See note C11 for details of financial guarantees in respect of lease arrangements and agreements.
33. Financial risk management and impairment of financial assets
The group has exposure to the following risks from its use of financial instruments:
– Credit risk
– Liquidity risk
– Market risk
This note presents information about the group’s exposure to each of the above risks, the group’s objectives,
policies and processes for measuring and managing risk. Further quantitative disclosures are included
throughout these financial statements.
The directors have overall responsibility for the establishment and oversight of the group’s risk management
framework. The group’s risk management policies are established to identify and analyse the risks faced
by the group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.
Credit risk and impairment
Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations, and arises principally from the group’s receivables from customers and
investment securities.
Trade and other receivables
The group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The group’s exposure to credit risk from trade receivables is considered to be low because of the nature
of its customers and policies in place to prevent credit risk occurring in normal circumstances.
Most revenues arise from insured patients’ business and the NHS. Insured revenues give rise to trade
receivables which are mainly due from large insurance institutions, which have high credit worthiness.
The remainder of revenues arise from individual self-pay patients and consultants.
The group establishes an allowance for impairment that represents its ECL in respect of trade and other
receivables. This allowance is composed of specific losses that relate to individual exposures and also an
ECL component established using rates reflecting historical information for payor groups, and forward
looking information.
During the period, trade receivables have increased in line with revenue, but aged debt has reduced. Individual
self-pay patients continues to be the largest risk for the group given the current economic uncertainty. The
group has considered the provision required and maintained a provision accordingly through the expected loss
rate percentages, which is in line with the position at December 2023. The Expected Credit Loss (ECL) as at year
end is £6.2 million (2023: £5.5 million).
Note 19 shows the ageing and customer profiles of trade receivables outstanding at the year end.
Unbilled receivables are considered for expected credit losses, but these are not considered material and
therefore not recognised.
Investments
The group limits its exposure to credit risk by only investing in short-term money market deposits with large
financial institutions, which must be rated at least Investment Grade by key rating agencies.
Market risk
Market risk is the risk that changes in market prices, such as interest rates, will affect the group’s income or
the value of its holdings of financial instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters, while optimising the return on risk.
Interest rate risk
The group is exposed to interest rate risk arising from fluctuations in market rates. This affects future cash
flows from money market investments and the cost of floating rate borrowings.
From time-to-time, the group considers the cost benefit of entering into derivative financial instruments to
hedge its exposure to interest rate volatility based on existing variable rates, current and predicted interest
yield curves and the cost of associated medium-term derivative financial instruments.
Interest rates on variable rate loans are determined by SONIA fixings on a quarterly basis. Interest is settled
on all loans in line with agreements and is settled at least annually.
Variable
Total
Undrawn facility1
31 December 2024 (£m)
365.0
365.0
60.0
Effective interest rate (%)
5.85%
5.85%
31 December 2023 (£m)
365.0
365.0
60.0
Effective interest rate (%)
5.63%
5.63%
1. If this facility was drawn the interest rate would be in line with the variable rate loans.
The group has an interest rate swap derivative asset of £2.9 million (2023: £4.4 million liability) in place
(refer to note 23).
The fair value of this instrument is considered the same as its carrying value and level two of the fair value
hierarchy is used to measure the fair value of the instrument. The variable rate consideration received by the
group is Sterling three month SONIA.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
161
33. Financial risk management and impairment of financial assets continued
Sensitivity analysis
A change of 25 basis points (bp) in interest rates at the reporting date would have increased/(decreased)
equity and reported results by the amounts shown below. This analysis assumes that all other variables
remain constant.
Liquidity risk
Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due.
The group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the group’s reputation.
Liquidity is managed across the group and consideration is taken of the segregation of accounts for regulatory
purposes. Short-term operational working capital requirements are met by cash in hand.
Typically the group ensures that it has sufficient cash on demand to meet expected operational expenses
for a period of at least 90 days, including the servicing of financial obligations. In addition to cash on demand,
the group has available the following line of credit:
– £60.0 million of revolving credit facility, which was undrawn as at 31 December 2024 (2023: £60.0 million
undrawn)
The following are contractual maturities, at as the balance sheet date, of financial liabilities, including interest
payments and excluding the impact of netting agreements:
At 31 December 2024
(£m)
Maturity analysis
Carrying
amount
Contractual
cash flows
Within
1 year
Between 1
and 2 years
Between 2
and 3 years
Between 3
and 4 years
Between 4
and 5 years
More than
5 years
Trade and other payables
185.1
185.1
185.1
–
–
–
–
–
Bank borrowings
367.1
418.6
23.7
22.6
372.3
–
–
–
Lease liabilities
912.8
1,802.5
104.7
104.1
103.1
103.1
101.9
1,285.7
1,465.0
2,406.2
313.5
126.7
475.4
103.1
101.9
1,285.7
Derivative financial assets
Interest rate swaps
(2.9)
(3.3)
(2.6)
(0.7)
–
–
–
–
1,462.1
2,402.9
310.9
126.0
475.4
103.1
101.9
1,285.7
At 31 December 2023
(£m)
Maturity analysis
Carrying
amount
Contractual
cash flows
Within
1 year
Between 1
and 2 years
Between 2
and 3 years
Between 3
and 4 years
Between 4
and 5 years
More than
5 years
Trade and other payables
171.5
171.5
171.5
–
–
–
–
–
Bank borrowings
365.3
434.3
24.7
19.9
18.7
371.0
–
–
Lease liabilities
891.7
1,818.7
99.8
100.0
98.1
97.8
97.7
1,325.3
1,428.5
2,424.5
296.0
119.9
116.8
468.8
97.7
1,325.3
Derivative financial assets
Interest rate swaps
(4.4)
(5.0)
(4.1)
(0.8)
(0.1)
–
–
–
1,424.1
2,419.5
291.9
119.1
116.7
468.8
97.7
1,325.3
Capital management
The group’s objective is to maintain an appropriate balance of debt and equity financing to enable the group
to continue as a going concern, to continue the future development of the business and to optimise returns
to shareholders and benefits to other stakeholders.
The board closely manages trading capital, defined as net assets plus net debt. The group’s net assets at
31 December 2024 were £746.2 million (2023: £737.8 million) and net debt, calculated as bank borrowings
of £367.1 million (2023: £365.3 million) less cash and cash equivalents of £41.2 million (2023: £49.6 million)
amounted to £325.9 million (2023: £315.7 million).
The principal focus of capital management revolves around working capital management and compliance
with externally imposed financial covenants see note 23 for more detail.
Major investment decisions are based on reviewing the expected future cash flows and all major capital
expenditure requires approval by the board.
At the balance sheet date, the group’s committed undrawn facilities, and cash and cash equivalents were
as follows:
(£m)
2024
2023
Committed undrawn revolving credit facility
60.0
60.0
Cash and cash equivalents
41.2
49.6
Fair value measurement
As of 31 December 2024, except for an interest rate swap and financial asset relating to a gross profit share,
the group did not hold financial instruments that are included in level 1, 2 or 3 of the hierarchy.
Management assessed that cash and short-term deposits, trade and other receivables, unbilled receivables,
trade payables and other current liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments. The carrying value of debt is approximately equal to its fair value. During the
year ended 31 December 2024, there were no transfers between the levels in the fair value hierarchy.
In determining fair value measurement, the impact of potential climate-related matters, including legislation,
which may affect the fair value measurement of assets and liabilities in the financial statements has
been considered.
A derivative is a financial instrument whose value is based on one or more underlying variables. The group
uses derivative financial instruments to hedge its exposure to interest rate risk. Derivatives are not held for
speculative reasons. Fair values are obtained from market observable pricing information including interest
rate yield curves and have been calculated as follows; fair value of interest rate swaps is determined as the
present value of the estimated future cash flows based on observable yield curves.
The financial asset reflects a profit share arrangement with a partner. There are no market observable prices
for the valuation. Management therefore assesses forward looking information and appropriate discount rates
and risk factors to determine the fair value. Sensitivities are also taken into account when reviewing the fair
value (note 16).
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
162
Governance report
Overview
Strategic report
Financial statements
Other information
33. Financial risk management and impairment of financial assets continued
As at 31 December 2024, the group held the following financial instruments measured at fair value:
Financial instruments measured at fair value
(£m)
Maturity analysis
Value as at
31 December
2024
Level 1
Level 2
Level 3
Financial assets at fair value through profit and loss
Profit share arrangement (Note 16)
12.3
–
–
12.3
Interest rate swaps
2.9
–
2.9
–
Financial assets measured at fair value
15.2
–
2.9
12.3
During the year, Spire Healthcare received a profit share in respect of the financial asset of £1.0 million (2023:
£0.8 million). In addition an unrealised fair value movement of £4.8 million (2023: £3.0 million) was recognised
in income upon review of the financial asset to increase the value of the financial asset on the balance sheet.
As at 31 December 2023, the group held the following financial instruments measured at fair value:
Financial instruments measured at fair value
(£m)
Maturity analysis
Value as at
31 December
2023
Level 1
Level 2
Level 3
Financial assets at fair value through profit and loss
Profit share arrangement (Note 16)
7.5
–
–
7.5
Interest rate swaps
4.4
–
4.4
–
Financial assets measured at fair value
11.9
–
4.4
7.5
Cash flow hedge
The group designate, as cash flow hedges, interest rate swaps entered into with three counterparties maturing
in February 2026. These interest rate swaps convert floating interest rate liabilities into fixed interest rate
liabilities. The swaps run concurrently with the hedged item, being the group’s floating rate liabilities under
the senior finance facility. For the years ended December 2024 and 2023, there were no significant amounts
recognised in the profit or loss relating to the ineffective portion of hedges or portions excluded from the
assessment of hedge effectiveness. The movement in the interest rate swap relates to fair value movement
and is recognised through other comprehensive income.
Fair value hierarchy
The group uses the following hierarchy for determining and disclosing the fair value of financial instruments
by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly; and
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not
based on observable market data.
34. Related party transactions
Key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the group, directly or indirectly. They include the board and executive committee,
as identified on pages 98 to 100.
Compensation for key management personnel is set out in the table below:
Key management compensation
(£m)
2024
2023
Salaries and other short-term employee benefits
7.5
5.2
Post-employment benefits
–
0.4
Share-based payments
3.7
1.3
11.2
6.9
Further information about the remuneration of individual directors is provided in the audited part of the
directors’ remuneration report on pages 111 to 122. There were no transactions with related parties external
to the group in the year to 31 December 2024 (2023: nil).
35. Disposals and acquisitions
On 31 March 2024, the group sold the assets and operations of its Tunbridge Wells hospital to Maidstone and
Tunbridge Wells NHS Trust. The group recognised a total profit on disposals in the period of £4.5 million. The
profit is reported within adjusting items (note 11). As part of the sale agreement the group has entered into a
sub lease agreement with the trust to lease the Tunbridge Wells property. Included in the profit is £2.0 million
relating to the derecognition of the right of use asset (£2.4 million) and recognition of the finance lease receivable
(£4.4 million). The finance lease receivable represents the cash flows receivable from the trust to settle the lease
obligation in the head lease. In addition, the group entered into a management service agreement whereby Spire
will operate the administration function of the hospital for a fixed monthly fee at an arm’s length basis to allow
for the proper transfer of contracts and operations. The management service agreement ended in September
2024. The profit on disposal is as follows:
(£m)
2024
Consideration received
10.0
Net assets disposed
(5.8)
Disposal costs
(1.7)
Derecognise right of use asset
(2.4)
Recognise finance lease receivable
4.4
Profit on disposal
4.5
Deferred tax charge
(1.2)
Profit on disposal after tax
3.3
Prior year acquisition of Vita Health Group
During the year, the group reviewed its goodwill position in respect of Vita Health Group in line with IFRS 3
and a provision of £0.5 million has been recognised in respect of deferred consideration this has been adjusted
through goodwill.
36. Events after the reporting period
On 21 February 2025 Brighton Orthopaedic and Sports Injury Clinic Limited (BOSIC) formally notified Spire
Healthcare of the intention to exercise their put option for Spire Healthcare to purchase the remaining 25%
interest in Montefiore House Limited. A financial liability of £8.0 million is provided for this purchase, refer
to note 24.
Notes to financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
163
(£m)
Note
2024
2023
ASSETS
Non-current assets
Investments
C9
843.7
840.6
Other receivables
C7
193.1
179.8
1,036.8
1,020.4
Current assets
Other receivables
C7
281.9
226.9
Cash and cash equivalents
C6
0.1
0.1
282.0
227.0
Total assets
1,318.8
1,247.4
EQUITY AND LIABILITIES
Equity
Share capital
21
4.0
4.0
Share premium
830.0
830.0
Capital redemption reserve
–
–
EBT share reserves
21
(0.9)
(0.7)
Retained earnings
469.4
404.2
Total equity
1,302.5
1,237.5
Current liabilities
Income tax payable
6.9
9.3
Trade and other payables
C8
9.4
0.6
Total liabilities
16.3
9.9
Total equity and liabilities
1,318.8
1,247.4
The profit attributable to the owners of the company for the year ended 31 December 2024 was £75.7 million
(2023: £67.1 million).
The financial statements on pages 164 to 168 were approved by the board of directors on 5 March 2025 and
signed on its behalf by:
Justin Ash
Chief Executive Officer
Harbant Samra
Chief Financial Officer
(£m)
Share
capital
Share
premium
Capital
redemption
reserve
EBT
share
reserves
Retained
earnings
Total
equity
At 1 January 2023
4.0
830.0
–
–
337.8
1,171.8
Profit for the year
–
–
–
–
67.1
67.1
Purchase of own shares by EBT
–
–
–
(3.1)
–
(3.1)
Share-based payment
–
–
–
–
3.7
3.7
Utilisation of EBT shares
–
–
–
2.4
(2.4)
–
Dividend paid
–
–
–
–
(2.0)
(2.0)
As at 1 January 2024
4.0
830.0
–
(0.7)
404.2
1,237.5
Profit for the year
–
–
–
–
75.7
75.7
Purchase of own shares by EBT
–
–
–
(3.1)
–
(3.1)
Share-based payment
–
–
–
–
4.0
4.0
Utilisation of EBT shares
–
–
–
2.9
(2.9)
–
Dividend paid
–
–
–
–
(8.5)
(8.5)
Purchase of ordinary shares for
cancellation
–
–
–
–
(3.1)
(3.1)
As at 31 December 2024
4.0
830.0
–
(0.9)
469.4
1,302.5
Company balance sheet
As at 31 December 2024
(Registered number 09084066)
Company statements of changes in equity
For the year ended 31 December 2024
Spire Healthcare Group plc
Annual Report and Accounts 2024
164
Governance report
Overview
Strategic report
Financial statements
Other information
(£m)
2024
2023
Cash flows from operating activities
Profit before taxation
82.1
74.5
Dividend received
(55.4)
(52.1)
Profit before taxation (excluding dividend received)
26.7
22.4
Adjustments for:
Share-based payments
0.9
3.6
Interest income
(29.2)
(27.6)
(1.6)
(1.6)
Movements in working capital:
Increase in trade and other receivables
(39.1)
(45.6)
Increase in trade and other payables
–
0.1
Net cash used in operating activities
(40.7)
(47.1)
Cash flows from investing activities
Dividend received
55.4
52.1
Net cash generated from investing activities
55.4
52.1
Cash flows from financing activities
Purchase of own shares by EBT
(3.1)
(3.1)
Dividend paid to equity holders of the parent
(8.5)
(2.0)
Purchase of ordinary shares for cancellation
(3.1)
–
Net cash used in financing activities
(14.7)
(5.1)
Net decrease in cash and cash equivalents
–
(0.1)
Cash and cash equivalents at beginning of year
0.1
0.2
Cash and cash equivalents at end of year
0.1
0.1
C1. Basis of preparation
The financial statements have been prepared in accordance with UK-adopted International Accounting Standards
(IAS) in accordance with the Companies Act 2006 and on an historical cost basis. The financial statements
are presented in UK sterling and all values are rounded to the nearest million pounds (£m), except when
otherwise indicated.
See note 1 for general information about the company.
The financial statements have been prepared on a going concern basis as the directors believe there are no
material uncertainties that lead to significant doubt that the company can continue as a going concern until
June 2026 (see the going concern section in note 2 for more detail).
The company applies consistent accounting policies, as applied by the group. To the extent that an accounting
policy is relevant to both group and company financial statements, refer to the group financial statements for
disclosure of the accounting policy. Material policies that apply to the company only are included as appropriate.
The company has used the exemption granted under s408 of the Companies Act 2006 that allows for the
non-disclosure of the income statement of the parent company.
The company did not have items to be reported as other comprehensive income; therefore, no statement of
comprehensive income was prepared.
C2. Significant accounting policies in this section
Investment in subsidiary
The company’s investment in subsidiary is carried at cost less provisions resulting from impairment.
In testing for impairment, the carrying value of the investment is compared to its recoverable amount, being its
value-in-use. In addition, market capitalisation is compared to the investments of the company when assessing
impairment requirements.
Share-based payments
The financial effect of awards by the company of options over its equity shares to employees of subsidiary
undertakings is recognised by the company in its individual financial statements as an increase in its investment
in subsidiaries with a credit to equity equivalent to the IFRS 2 cost in subsidiary undertakings. The subsidiary, in
turn, will recognise the IFRS 2 cost in its income statement with a credit to equity to reflect the deemed capital
contribution from the company.
C3. Other areas of accounting estimates in this section
Impairment testing of investment in subsidiary
The market capitalisation of the company is compared to the investment of the company to determine if there
is a trigger for impairment review. Management acknowledged indicators of impairment at the year end, being,
the net assets of the company are higher than that of the group’s consolidated net assets and that the market
capitalisation exceeds the investment value including intercompany receivables. The company’s investment in its
subsidiary has been tested for impairment by comparison against the underlying value of the subsidiary’s assets,
based on value-in-use calculated using the same assumptions as noted for the testing of goodwill impairment
in note 15 of the group financial statements adjusted for the assumption that internal and external borrowings
including lease liabilities have been settled. See note C9 for more detail.
Company statement of cash flows
For the year ended 31 December 2024
Notes to the parent company financial statements
For the year ended 31 December 2024
This section contains the notes to the company financial statements. The issued share capital and EBT share
reserves are consistent with the Spire Healthcare Group plc group financial statements. Refer to note 22 of
the group financial statements.
Spire Healthcare Group plc
Annual Report and Accounts 2024
165
C4. Staff costs and directors’ remuneration
The company had no employees during the year, except for the directors. The information on compensation
for the directors, being considered as the key management personnel of the company, is disclosed in Note C12.
C5. Auditor’s remuneration
During the year, the company obtained the following services from the company’s external auditor, as detailed
below:
(£’000)
2024
2023
Amounts payable to auditor in respect of:
Audit of the company’s annual financial statements
15.0
15.0
15.0
15.0
C6. Cash and cash equivalents
(£m)
2024
2023
Cash at bank
0.1
0.1
0.1
0.1
C7. Other receivables
(£m)
2024
2023
Amounts owed by subsidiary undertakings – current
281.9
226.9
281.9
226.9
The amounts owed by subsidiary undertakings bear interest at SONIA plus 2.05% (2023: SONIA plus 2.05%).
No allowance for expected credit losses has been included for amounts receivable from subsidiary undertakings
as the provision rates are immaterial. As described in the directors’ report, the group has sufficient resources
to satisfy going concern and viability considerations. All subsidiaries are under common control and resources
could be made available for settlement of debts as and when required.
(£m)
2024
2023
Amounts owed by subsidiary undertakings – non-current
193.1
179.8
193.1
179.8
The amounts owed by subsidiary undertakings bear interest at SONIA plus 2.05% (2023: SONIA plus 2.05%).
The amounts are unsecured and repayable on demand.
C8. Trade and other payables
(£m)
2024
2023
Amounts owed to subsidiary undertakings
8.8
–
Accruals
0.6
0.6
9.4
0.6
The amounts owed to subsidiary undertakings bear interest at SONIA plus 2.05% (2023: SONIA plus 2.05%).
The amounts are unsecured and repayable on demand.
C9. Investment in subsidiary
(£m)
Subsidiary
undertakings
Net book value
At 1 January 2023
840.5
Additions – IFRS 2 costs
0.1
At 1 January 2024
840.6
Additions – IFRS 2 costs
3.1
At 31 December 2024
843.7
Details of the company’s subsidiaries at the balance sheet date are in note 17 to the group financial
statements.
At the year end, the investment in subsidiary were reviewed for indicators of impairment.
Management acknowledged indicators of impairment at the year end, being, the net assets of the company
are higher than that of the group’s consolidated net assets and that the market capitalisation exceeds the
investment value including intercompany receivables.
The recoverable amount of the investment is calculated by reference to its estimated value-in-use calculation
adjusted for the assumption that internal and external borrowings including lease liabilities have been settled.
In order to estimate the value-in-use, management has used trading projections covering the period to
December 2029 from the most recent board approved budget. The variables in the cash flows are
interdependent and reflect management’s expectations based on past experience and current market trends,
it takes into account both current business and committed initiatives. In addition, management consider the
potential financial impact from short-term climate change scenarios, and the cost of initiatives by the group
to manage the longer-term climate impacts.
Management determined that no impairment was required as the recoverable amount exceeds the carrying
amount by £623.3 million.
Key assumptions
Management identified a number of key assumptions relevant to the value-in-use calculation, being EBITDA
growth over the five-year period, capital maintenance spend, discount rate and the long-term growth rate.
The assumptions are based on past experience and external sources of information.
The trading projections for the five-year period underlying the value in use reflect a growth in EBITDA. EBITDA
is dependent on a number of elements of the operating model over the longer term, including pricing trends,
volume growth and the mix and complexity of procedures and assumptions regarding cost inflation.
The average annual EBITDA growth over the five years is 10.7%.
During the 2023 financial year, the group moved to a post IFRS 16 discount rate, and has used a pre-tax
discount rate of 11.2% (2023: 11.5%).
Notes to the parent company financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
166
Governance report
Overview
Strategic report
Financial statements
Other information
C9. Investment in subsidiary continued
Key assumptions continued
A long-term growth rate of 2.0% has been applied to cash flows beyond 2029 based on long term view of
inflation and market conditions. Capital maintenance spend is based on historic run rates and our expectation
of the group’s requirements.
Management has performed a sensitivity analysis using reasonably possible changes for each key assumption,
keeping all other assumptions constant. The sensitivity analysis included an assessment of the break-even
point for each of the key assumptions. The sensitivity testing identified no reasonably possible changes in
key assumptions that would cause the carrying amount of the investment to exceed its recoverable amount.
C10. Capital management and financial instruments
The capital structure of the company comprises issued capital, reserves and retained earnings as disclosed
in the company statement of changes in equity totalling £1,302.5 million as at 31 December 2024
(2023: £1,237.5 million), and cash amounted to £0.1 million (2023: £0.1 million).
Credit risk
As at 31 December 2024, the company had amounts owed by subsidiary undertakings of £475.0 million
(2023: £406.7 million). The company’s maximum exposure to credit risk from these amounts is £475.0 million
(2023: £406.7 million).
Liquidity risk
The company finances its activities through its investments in subsidiary undertakings.
The company anticipates that its funding sources will be sufficient to meet its anticipated future
administrative expenses and dividend obligations as they become due over the next 12 months.
Dividends paid in the year:
(£m)
2024
2023
Final dividend for the year ended 31 December 2023 (2.1 pence per share)
8.5
2.0
Total dividends paid
8.5
2.0
Since the end of the financial year, the directors have proposed a final dividend of approximately 2.3 pence
per share. The dividend is subject to approval by shareholders at the Annual General Meeting and is therefore
not included in the balance sheet as a liability at 31 December 2024.
(£m)
2024
2023
Financial assets: carrying amount and fair value:
Loans and receivables
Cash and cash equivalents
0.1
0.1
Amounts owed by subsidiary undertakings
475.0
406.7
475.1
406.8
The above financial assets are not impaired.
(£m)
2024
2023
Financial liabilities: carrying amount and fair value:
Amortised cost
Amounts owed to subsidiary undertakings
8.8
–
8.8
–
All of the above financial liabilities have a maturity of less than one year.
The fair value of financial assets and liabilities approximates their carrying value.
Market risk
Interest rate risk and sensitivity analysis
As at 31 December 2024 the company had short-term borrowings of £8.8 million (2023: Nil) owed to subsidiary
undertakings, which are repayable on demand and bear interest at SONIA plus 2.05% (2023: SONIA plus 2.05%).
Interest on these borrowings in the year amounted to Nil (2023: Nil) and the directors do not perceive that
servicing this debt poses any significant risk to the company given its size in relation to the company’s net
assets.
IFRS 7 Financial Instruments: Disclosures required a market risk sensitivity analysis illustrating the fair values
of the company’s financial instruments and the impact on the company’s income statement and shareholders’
equity of reasonably possible changes in selected market risks. Excluding cash and cash equivalents, the
company has no financial assets or liabilities that expose it to market risk, other than the amounts owed by/to
subsidiary undertakings of £475.0 million (2023: £406.7 million) and £8.8 million (2023: Nil) respectively. The
directors do not believe that a change of 25 basis points in the SONIA interest rates will have a material impact
on the company’s income statement or shareholders’ equity.
Notes to the parent company financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
167
C11. Financial guarantees
The below financial guarantees have been assessed in line with the requirements of IFRS 17 insurance
contracts and are exempt as the guarantees have not been asserted explicitly as insurance contracts and
as such the accounting for insurance contracts is not applicable.
Lease arrangements with a consortium of investors
The company has given a guarantee to a consortium of investors, comprising Malaysia’s Employees Provident
Fund (EPF), affiliated funds of Och-Ziff Capital Management group and Moor Park Capital, in relation to the
sale of 12 of the Spire Healthcare group’s property-owning companies on 17 January 2013. With effect from
17 January 2013, the total third-party annual commitments of the group under these leases increased
by £51.3 million per annum.
As a result of the sale, the group has long-term institutional lease arrangements (up to December 2042, subject to
renewal or extension), with the landlord for each of the 12 properties. The leases include key terms such as annual
rental covenants and minimum levels of capital expenditure invested by the group. The capital expenditure
covenants measured on an average basis over each five-year period during the term of the leases, require the
group to incur, in total, £5.0 million of maintenance capital expenditure and £3.0 million of additional capital
expenditure on the portfolio of 12 hospitals each year, such being subject to indexation in line with RPI. If the
minimum rent cover ratio is not met, the group is required to enter into an asset performance recovery plan in
order to comply with the covenants, but no default would be deemed to have occurred. The company is a party
to this guarantee. As at 31 December 2024 the group complied with the required covenants and the lease liability
held on the consolidated balance sheet is £645.0 million (2023: £628.7 million).
Based on the liquidity and expected cash generation of Spire Healthcare Limited, the expected credit loss in
respect of these financial guarantees, as at 31 December 2024, is not considered to be significant. As a result,
no liability has been recorded (2023: Nil).
Lease agreements entered into by Classic Hospitals Limited (novated to Spire Healthcare Limited)
Under lease agreements entered into on 26 January 2010 by Classic Hospitals Limited, a subsidiary undertaking
of the company, the company has undertaken to guarantee the payment of rentals over the lease term to
August 2040, and to ensure that the other covenants in the lease are observed. The lease has been moved to
Spire Healthcare Limited, another subsidiary undertaking of the company, to allow Classic Hospitals Limited to
enter Members’ Voluntary Liquidation as part of the entity rationalisation carried out during the 2021 financial
year. The initial rentals payable under the leases in 2010 were £6.3 million per annum, which will be subject
to an increase in future years. As part of these arrangements, the assets of the company are subject to a fixed
and floating charge in the event of a default. As at 31 December 2024, there was no breach in the required
covenants and the lease liability held on the Consolidated balance sheet is £81.2 million (2023: £81.2million).
Based on the liquidity and expected cash generation of Spire Healthcare Limited, the expected credit loss in
respect of these financial guarantees, as at 31 December 2024, is not considered to be significant. As a result,
no liability has been recorded (2023: Nil).
C12. Related party transactions
The company’s subsidiaries are listed in note 17 to the group financial statements. The following table provides
the company’s balances that are outstanding with subsidiary companies at the balance sheet date:
(£m)
2024
2023
Amounts owed from subsidiary undertakings – Spire Healthcare Finance Limited,
Spire Healthcare Limited and Spire Healthcare (Holdings) Limited
475.0
406.7
Amounts owed to subsidiary undertakings – Spire Healthcare Limited
(8.8)
–
466.2
406.7
The amounts outstanding are unsecured and repayable on demand.
The following table provides the company’s transactions with subsidiary companies recorded in the profit for
the year:
(£m)
2024
2023
Amounts invoiced to subsidiaries
128.3
73.3
Amounts invoiced by subsidiaries
(71.8)
–
Dividend received from subsidiaries
55.4
52.1
Amounts invoiced to/by subsidiaries relate to general corporate purposes.
Directors’ remuneration
The remuneration of the non-executive directors of the company is set out below. Further information about
the remuneration of individual directors is provided in the audited part of the directors’ remuneration report
on pages 111 to 122.
(£m)
2024
2023
Short-term employee benefits*
1.0
1.1
Share-based payments
1.0
1.0
Total
2.0
2.1
* Emoluments and share-based payment charges for the executive directors are borne by a subsidiary company, Spire Healthcare Limited.
Share-based payment related charges for the Executive Chairman prior to Admission (ie directors’ Share Bonus Plan) are also borne by
a subsidiary company, Spire Healthcare Limited. Please refer to Note 29 of the group consolidation statements.
Directors’ interests in share-based payment schemes
Refer to note 29 to the group financial statements for further details of the main features of the schemes
relating to share options held by the chairman, executive directors and senior management team.
C13. Events after the reporting period
There have been no events to disclose after the reporting date.
Notes to the parent company financial statements continued
Spire Healthcare Group plc
Annual Report and Accounts 2024
168
Governance report
Overview
Strategic report
Financial statements
Other information
Shareholder information
Spire Healthcare group websites
Shareholders are encouraged to visit our websites at www.spirehealthcare.com, www.vitahealthgroup.co.uk,
www.londondoctorsclinic.co.uk and spireoccupationalhealth.com which have a wealth of information about
the company and the services it offers.
There is a section designed specifically for investors at www.investors.spirehealthcare.com where shareholder
and media information can be accessed. This year’s annual report and notice of annual general meeting can
also be viewed there.
Registered office and group head office
Spire Healthcare Group plc
3 Dorset Rise
London EC4Y 8EN
Tel +44 (0)20 7427 9000
Fax +44 (0)20 7427 9001
Registered in England and Wales No. 09084066
Shareholder enquiries
All written shareholder enquiries regarding your shares should be addressed to the company’s share registrar
at the address on page 170, or as follows:
Equiniti Limited
Tel (UK only) 0371 384 2030
Tel (non-UK) +44 371 384 2030
For deaf and speech impaired shareholders, Equiniti welcomes calls via Relay UK. For more information please
visit www.relayuk.bt.com.
Managing your shares
Please contact our registrar, Equiniti Limited, to manage your shareholding if you wish to:
– Register for electronic communications
– Transfer your shares
– Change your registered name or address
– Register a lost share certificate and obtain a replacement
– Consolidate your shareholdings
– Manage your dividend payments
– Notify the death of a shareholder
When contacting Equiniti Limited or registering online, you should have your shareholder reference number
at hand. This can be found on your share certificate or latest dividend confirmation. You can manage your
shareholding online by registering for Shareview at www.shareview.co.uk. This website has a ‘frequently
asked questions’ section which addresses the most common shareholder problems.
All other shareholder enquiries not related to the share register should be addressed to the company
secretary at the registered office or emailed to companysecretary@spirehealthcare.com.
Electronic shareholder communications
Registering for online communications gives shareholders more control of their shareholding. The registration
process is via our registrar’s secure website at www.shareview.co.uk. Once registered you will be able to:
– Elect how we communicate with you
– Amend your details
– Amend the way you receive dividends
– Buy or sell shares online
This does not mean shareholders can no longer receive paper copies of documents if they so wish. We are
able to offer a range of services and tailor communication to meet your needs.
Share dealing services
UK resident shareholders can sell shares on the internet or by phone using Equiniti Limited’s Shareview
Dealing facility by either logging onto www.shareview.co.uk/dealing or by calling 0345 603 7037 between
8.00am and 4.30pm on any business day (excluding bank holidays).
In order to gain access to this service, the shareholder reference number is required, which can be found at
the top of the Company’s share certificates.
ShareGift
It may be that you have a small number of shares which would cost you more to sell than they are worth. It is
possible to donate these to ShareGift, a registered charity, who provide a free service to enable you to dispose
charitably of such shares. There are no implications for Capital Gains Tax purposes (no gain or loss) on gifts
of shares to charity and it is also possible to obtain income tax relief. More information on this service can be
obtained from www.sharegift.org or by calling +44 (0)207 930 3737.
Dividend mandate
If you are a shareholder who has a UK bank or building society account, you are recommended to arrange
payment electronically through a bank or building society mandate. There is no fee for this service and
notification confirming details of any dividend payment will be sent to your registered address. Please
contact Equiniti on 0371 384 2030 or download an application form from www.shareview.co.uk.
Overseas dividend payment service
Equiniti Limited provides a dividend payment service to over 30 countries that automatically converts
payments into the local currency by an arrangement with Citibank Europe PLC. Further details, including
an application form and terms and conditions of the service, are available on www.shareview.co.uk or from
Equiniti Limited by calling +44 371 384 2030 or writing to them at Aspect House, Spencer Road, Lancing,
West Sussex BN99 6DA (please quote Overseas Payment Service with the Company name and your
shareholder reference number).
* Lines are open from 8.30am to 5.30pm, Monday to Friday, UK time.
Spire Healthcare Group plc
Annual Report and Accounts 2024
169
Shareholder information continued
Shareholder security
From time-to-time, in common with other listed companies, shareholders may receive unsolicited phone calls
or correspondence concerning investment matters. These are typically from overseas-based ‘brokers’ who
target UK shareholders, using persuasive and high-pressure tactics to lure investors into scams in what often
turn out to be worthless, non-existent or high-risk shares in US or UK investments. These operations are
commonly known as ‘boiler rooms’.
Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers
of free company reports. Further information on how to avoid share fraud or to report a scam can be found
on our website at www.spirehealthcare.com.
2025 financial calendar
2025 annual general meeting
14 May 2025
Final dividend record date
23 May 2025
Final dividend payment date
20 June 2025
Announcement of 2025 half year results
11 September 2025
Analysis of ordinary shareholders
Holding of ordinary shares as at 31 December 2024
Private
Institutional and other
Total
Investor type
2024
2023
2024
2023
2024
2023
Number of holders
153
161
341
351
494
512
Percentage of holders
30.97%
31.45%
69.03%
68.55%
100%
100%
Percentage of shares held
0.28%
0.20%
99.72%
99.80%
100%
100%
1–1,000
1,001–50,000
50,001–500,000
500,001+
Investor type
2024
2023
2024
2023
2024
2023
2024
2023
Number of holders
87
85
226
237
117
121
64
69
Percentage of holders
17.61% 16.60%
45.75% 46.29%
23.68%
23.63%
12.96% 13.48%
Percentage of shares held
0.01%
0.01%
0.69%
0.68%
5.31%
5.55%
93.99
93.76%
Corporate advisers
Auditor
Ernst & Young LLP
1 More London Place
London SE1 2AF
Brokers
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Deutsche Numis
45 Gresham Street
London EC2V 7BF
Legal advisers
Freshfields Bruckhaus
Deringer LLP
100 Bishopsgate
London EC2P 2SR
Remuneration consultants
Deloitte LLP
2 New Street Square
London EC4A 3BZ
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
1. Private 30.97%
2. Institutional and others 69.03%
1
2
1. 1-1,000 17.61%
2. 1,001-50,000 45.75%
3. 50,001-500,000 23.68%
4. 500,001+ 12.86%
1
2
3
4
Shareholders percentage by shareholder
Shareholders percentage by shareholding
Spire Healthcare Group plc
Annual Report and Accounts 2024
170
Governance report
Overview
Strategic report
Financial statements
Other information
Performance measure
Definition
Purpose
Adjusted operating profit;
or, adjusted EBIT
Operating profit, less adjusting items
before interest and tax
Provides a comparable measure of
operating profit performance over time
Conversion of adjusted
EBITDA to cash
Adjusted EBITDA divided by
operating cash flows before
adjusting items and taxation
Intends to show the group’s efficiency
at converting adjusted EBITDA into cash
Adjusted EBITDA
Adjusted EBITDA is calculated as
operating profit, adjusted to add
back depreciation, and adjusting
items
Adjusted EBITDA shows the group’s
earning power independent of capital
structure and tax situation with the
purpose of simplifying comparisons
with other companies in the same
industry as it excludes non-cash
accounting entries, such as depreciation
Adjusted EBITDA margin
Adjusted EBITDA as a percentage
of revenue
Provides a comparable performance
metric, expressed as a percentage
of revenues
Comparable basis
Financial information where we
have deducted the contribution
from Spire Tunbridge Wells (sold on
31 March 2025) and presented Vita
Health Group on a proforma basis,
assuming VHG was owned for
12 months in 2023 (acquired
18 October 2024)
To provide a meaningful comparison
to prior year financial information
Net debt
Interest-bearing liabilities, less cash
and cash equivalents
Measurement of net group
indebtedness for covenant purposes
Net bank debt
Interest-bearing liabilities, excluding
borrowing costs, less cash and cash
equivalents
Measurement of net group
indebtedness
Pre IFRS 16
Reported numbers before applying
the effects of IFRS 16 leases
To provide an understanding of the
impact of IFRS 16 to the reported
numbers and allow comparison
to previously reported numbers
Net debt/EBITDA
Net debt at the end of the period
divided by EBITDA
Indicates the group’s ability to service
its debt from cash earnings
Clinical staff costs as a
percentage of revenue
Clinical staff costs and medical fees
as a percentage of revenue
Provides a comparable measure of cost
performance over time in relation to
revenue activity
Other direct costs as a
percentage of revenue
Other direct costs include,
direct costs and medical fees
as a percentage of revenue.
Provides a comparable measure of cost
performance over time in relation to
revenue activity.
Alternative performance measures definitions
Spire Healthcare Group plc
Annual Report and Accounts 2024
171
eRS
Electronic Referral System
EU
the European Union
Executive
directors
the executive directors of the
company
FCA
the Financial Conduct Authority
FRC
the Financial Reporting Council
FTSUG
Freedom to Speak Up Guardian
GDP
gross domestic product
GDPR
General Data Protection
Regulation
GHG
greenhouse gas
GIRFT
Getting it Right First Time
GMC
General Medical Council
GP
General practitioner
GPG
Gender Pay Gap
Group
Spire Healthcare Group plc and its
subsidiaries
HD
Hospital director
HGV
Heavy Goods Vehicle
Health &
Safety Act
The Health & Safety at Work etc
Act 1974
HIS
Health Improvement Scotland
HIW
Health Inspectorate Wales
HMRC
HM Revenue & Customs
HSE
Health and Safety Executive
ICBs
Integrated Care Boards: NHS
organisation which plans how
to meet local population health
needs, associated budget
and provision
ICSs
Integrated Care Systems:
Partnerships of NHS
organisations, local authorities
and others to collectively
plan services
IFRS
International Financial Reporting
Standards, as adopted by the EU
IPO
initial public offering of shares
to certain institutional and
other investors
IRIS
Inclusive Recognition
of Inspirational Staff
ISO 14001
environmental management
system
ISO 18001
health and safety management
system
ITU
Intensive Therapy Unit
JAG
accreditation
The Joint Advisory Group on
Gastrointestinal Endoscopy (JAG)
accreditation: formal recognition
an endoscopy service has the
competence to deliver against
measures in the Endoscopy Global
Rating Scale standards
KPI
key performance indicator
LDC
London Doctors Clinic (trading
name for the private GP element
of The Doctors Clinic Group Ltd)
Listing Rules
the listing rules of the FCA made
under section 74(4) of the
Financial Services and Markets
Act 2000
The following definitions apply throughout the
Annual Report 2024, unless the context requires
otherwise:
Act
The Companies Act 2006, as
amended
Acute care
active but short-term treatment
for a severe injury or episode of
illness
Adjusted
EBITDA
Adjusted EBITDA is calculated as
operating profit, adjusted to add
back depreciation, and adjusting
items
Admission
the admission of the shares to the
premium listing segment of the
Official List and to trading on the
London Stock Exchange’s main
market for listed securities
AHP
Allied health professional
ARPC
Average revenue per case
Articles
the articles of association of
the company
Board
the board of directors of
the company
CAGR
compound annual growth rate
Cardiology
specialty which encompasses
the treatment of patients with
cardiovascular disease
CGSC
Clinical governance and safety
committee
CMA
the UK Competition and Markets
Authority
Company
Spire Healthcare Group plc
Glossary
CQC
Care Quality Commission
CO2e
carbon dioxide equivalent
CQUIN
commissioning for quality and
innovation payment which is
earned for meeting quality targets
on NHS work
CRC Energy
Efficiency
Scheme
the CRC (Carbon Reduction
Commitment) scheme aims to
incentivise energy efficiency and
cut emissions in large energy
users in the UK’s public and
private sectors
CREST
the UK-based system for the
paperless settlement of trades
in listed securities, of which
Euroclear UK and Ireland Limited
is the operator
CRM
customer relationship
management system/software
CT
computerised tomography
DAISY
Diseases Attacking the Immune
System
DCG
The Doctors Clinic Group Ltd
(include London Doctors Clinic
and Spire Occupational Health)
Directors
the executive directors and
non-executive directors
DPA
Data Protection Act
DMR
Dry mixed recycling
DSBP
Deferred Share Bonus Plan
EBITDA
Earnings before interest, tax,
depreciation and amortisation
EPS
earnings per share
Spire Healthcare Group plc
Annual Report and Accounts 2024
172
Governance report
Overview
Strategic report
Financial statements
Other information
LTIP
Long Term Incentive Plan
MAC
Medical advisory committee
MHFA
Mental Health First Aid
MQEM
Macmillan Quality Environment
Mark
MRI
magnetic resonance imaging
NDC
Spire Healthcare’s national
distribution centre in Droitwich
NHS
the National Health Services in
England, Scotland, Wales and
Northern Ireland, collectively
NI
National Insurance
NIC
National Insurance Contributions
NJR
National Joint Registry: records,
monitors, analyses and reports
on performance outcomes in joint
replacement surgery
Non-
executive
directors
the non-executive directors
of the company
Official List
the record of whether a
company’s shares are officially
listed, maintained by the FCA
(the UKLA Official List)
Oncology
specialty which encompasses the
treatment of people with cancer
PHIN
Private Healthcare Information
Network
PILON
payment in lieu of notice
PMI
Private medical insurers
or insurance
PPE
property, plant and equipment
PROMs
Patient Reported Outcome
Measures
PSIRF
Patient Safety Incident Response
Framework
QI
Quality Improvement
Registrar
Equiniti Limited
Registration
regulations
the Care Quality Commission
(Registration) Regulations 2009
REGO
Renewable energy guarantees
of origin
Regulated
activities
regulations
the Health and Social Care Act
2008 (Regulated Activities)
Regulations 2010
RIDDOR
Reporting of Injuries, Diseases
and Dangerous Occurrences
Regulations
ROCE
return on capital employed
RCP
Representative Concentration
Pathway
SAP
global software developer/
software
SDG
Sustainable Development Goal,
set by the United Nations
SECR
Streamlined Energy and Carbon
Reporting
Glossary continued
Self-pay
when a procedure or treatment
provided is funded by the patient
directly
SEQOHS
Safe Effective Quality
Occupational Health Service,
benchmarks for occupational
health services
Shareholders the holders of shares in the capital
of the company
Shares
the ordinary shares of 1 pence
each in the company, having the
rights set out in the articles
SQR
Safety, quality and risk committee
tCO2e
tonnes of carbon dioxide
equivalent
TSR
total shareholder return
UK
the United Kingdom of Great
Britain and Northern Ireland
UKAS
UK Accounting Standards
UK Code
the UK Corporate Governance Code
issued by the Financial Reporting
Council, as amended from time-to-
time
VHG
Vita Health Group
VTE
Venous thromboembolism
YOY
Year-on-year
Spire Healthcare Group plc
Annual Report and Accounts 2024
173
Important information: forward-looking statements
These materials contain certain forward-looking statements relating to the business of Spire Healthcare Group
plc (the ‘company’) and its subsidiaries (collectively, the ‘group’), including with respect to the progress, timing
and completion of the group’s development, the group’s ability to treat, attract, and retain patients and
customers, its ability to engage consultants and GPs and to operate its business and increase referrals, the
integration of prior acquisitions, the group’s estimates for future performance and its estimates regarding
anticipated operating results, future revenue, capital requirements, shareholder structure and financing.
In addition, even if the group’s actual results or development are consistent with the forward-looking
statements contained in this presentation, those results or developments may not be indicative of the group’s
results or developments in the future. In some cases, you can identify forward‑looking statements by words
such as ‘could,’ ‘should,’ ‘may,’ ‘expects,’ ‘aims,’ ‘targets,’ ‘anticipates,’ ‘believes,’ ‘intends,’ ‘estimates,’ or similar
words. These forward-looking statements are based largely on the group’s current expectations as of the date
of this presentation and are subject to a number of known and unknown risks and uncertainties and other
factors that may cause actual results, performance or achievements to be materially different from any future
results, performance or achievement expressed or implied by these forward-looking statements. In particular,
the group’s expectations could be affected by, among other things, uncertainties involved in the integration
of acquisitions or new developments, changes in legislation or the regulatory regime governing healthcare
in the UK, poor performance by consultants who practice at our facilities, unexpected regulatory actions or
suspensions, competition in general, the impact of global economic changes, and the group’s ability to obtain
or maintain accreditation or approval for its facilities or service lines. In light of these risks and uncertainties,
there can be no assurance that the forward-looking statements made during this presentation will in fact be
realised and no representation or warranty is given as to the completeness or accuracy of the forward-looking
statements contained in these materials.
The group is providing the information in these materials as of this date, and we disclaim any intention
or obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Forward-looking statements
Spire Healthcare Group plc
Annual Report and Accounts 2024
174
Governance report
Overview
Strategic report
Financial statements
Other information
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Spire Healthcare Group plc
3 Dorset Rise
London
EC4Y 8EN
spirehealthcare.com
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