Company Registration Number 03052242 Charlty Number 1046624 HORDER HEALTHCARE {A COMPANY UMITED BY GUARANTEE) ANNUAL REPORT AND CONSOUDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 HORDER HEALTHCARE LEGAL AND ADMINISTRATIVE INFORMATION Board of dlrectors The dlre¢tors served during the perK*J and up until the approval dale of ￿ financial statements were.. Mr S L Dance (ChaSr} (resigned 14 February 2023} Mrs S C Sjuve (Chalr) {appointed 20 Mar¢h 20¥J) Dr R J Tyler Ichlef Exe¢ulive) Mr J C Anscombe (appolnled 29 Seplembw 2022) DrCEBell Mr M S Cdyer (appoirrted 29 September 2022) Dr D A Hlcks {appointed 29 September 2022} Mrs J Grov rs D C Jones {appointed 29 September 2022) Mr R J Mccarthy Mrs A L Parker Mr J W Turner (reslgned 30 January 2023) Dr D W Yates Company secretary Mr H l Haffield (￿ign￿l 30 June 2023) Mrs H ￿akdOck {appointed 1 July 20ZJ) Chlef executlve Dr R J Tyler Honorary Presklent Mr S C Gallannaugh Registored offlco The Horder Centre St John's Road Crowborou East Sussex TN6 1XP Professlonal advlsor The chari￿$ principal professional advisors are set out below: Bankers Barclays Bank PIC 1 Churchill Pla¢e London E14 5HP Independent audltor BDO ILP 55 Baker Street London W1U 7EU Sollcltor Cripps Number 22 Mount Ephraim Tunbridgo Wells Kent TN4 8AS HORDER HEALTHCARE BOARD OF DIRECTORS. REPORT AND STRATEGIC REPORT The Directors (who are a150 tnjslees of the charity for the purposes of the Charities Act) present the annual report together with the audited consolidated financial statements of Horder Healthcare Ilhe Charity) for the year ended 30 June 2023. The Board of Directors confi￿n that the Annual Re￿. whkh Includes the Strategic Repc*i, and finarKlal statements of Ihe Charity comply Y￿th the current slatulory requirem8nls, the requwements of tTr￿ Gharfty's governing documenl and the provisions of the Slalemenl of Re(x)mmend8d PraclKe ISORP) "Ac(x)unUng and ReFQrtiThJ by Charities. inoluding FRS102 "The FinanGial Reporting Standard applicable in the UK and RewblK of Ireland". (as amended for ￿COuntIng perK)ds commencing from 1 January 2019>. The report and statements aso compty wth the Companies Aol 20￿ as Horder Healthcare i8 a charty limiled by guaranlee. Status Horder Healthcare is a Gharity, founded in 1954, a￿1 operates two &ute hospitals- Th8 Horder Centre in East Sussex, a renowned provwjer of orth0pae￿￿ aTKI musculogkeletal IMSK) servKes, arKI The Mclndoe Centre in Wesl Sussex, which fo(yJses on tAastic r￿On$t￿ctiVe and ophthalmology serV￿8S. Services at The Horder Centre are sUPPOrted by dlnKs located in Seaford and Eastbourne. Horder Healthcare is a charitable cA)mpany limit￿ by guwantee established under a Memorandum of Assoclalion and governed by ils ATtides of Assoclatlon. Horder Healthcare has two wholSy owned subsléSary ¢ompanies'. ¢lndoe Healthcare Seryices Limited Prior to the a¢qutsltion ofThe Mclnd08 C8ntre in 2015. the [￿buS oMfftepa ofThe Mclndoe Cenlre had registered a number of companies in order to protect the Mclndoe name - Mclndoe BVI Limited, Mclndoe Consultants Llmited. Mclndoe Cosmelic Limtted. MclrKloe Eyes Limited. Mclndoe Hospllal Limited, Mclndoe Inlematlonal Limited and McltKloe TV Limited. Horder Healthcare brought thes& together under the umbrdla of M¢lThJoe Healthcare SeryK%S Limited (Company Registration Number 098461381, which was In¢orporated on 28 October 2015. The intermediate holding company and the seven subsidiary Companies remain domiant and noTrtrading. Hordar MSK Limit Horder MSK Limited (Company Reglstralion No. 09182￿1) was iFKWM)rated on 19 August 2014. Horder MSK Limited owns a 100% Shareholding in SMSKP2 Limited, the company whlch hokls the head contract lo provide MSK services lo the NHS Sussex Integralod Care Board. There Is a formal agreement ktwe8n Horder MSK Ltd., SMSKP2 Ltd. and East Sussex Healthcare NHS Trusl to delivor these services. The aggregate amount of capltal and reserves and the resutts of SMSKP2 Limi18d for the last relevant financ4al y8ar were as f(AIows: Capiial and reserves Profit for the year 2023 2023 SMSKP2 Limited 87.002 19.OfXI These financlal statements Consol￿at8 the results (Jf the charltable company ar￿ of its wholly owned subsidiary Horder MSK Limi￿￿ on a line-by-line basis together with SMSKP2 Limited using the Equity metho(l. Further delalls c4n be found in r￿)18 16 in these finarrial statements. Objectlve Horder Healthcare's charitable purpose is to advance health, and relief of patienls suffering from ill health. Its mission is to be a leadiro provKler of high-quality healthcare servieks, demonslrab improving patients, health aNI striving to make a positive differen(8 to people's lives. The Charity's vision is lo demonstrate Ils purpose thrcwgh the provislon of ¢JJlstanding healthcare and supp(*t lo the wider community through investment in training, resewch and Community wellbeing. HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT Publlc Benefrt The Directors have referred to the Charity Commission's general widance on public benefit when reviewing the Charities. vislon and oble¢live$ and In ￿anni￿ fijture activities. In particular, th@ Directors consider how planned a¢tlvllles. and Ihe management of rescmjrces. will provRd8 maximum benefit. As evklenced by the standard of Gare tXOVKled by wr hospitals aTrJ OLrtrea¢h sites, and our quality outcomes. our activities make a differe￿ to people's ITve5, rn1 only for those who have the ability lo pay but thr￿jgh the provision of services - free at the point of ddivery - for NHS patients. Thus, delwering publlc benefit. Board of DiroCtor8 Under ihe Artides of AsS￿latIon. the Board of Directors (the Board) is dected by a vote of the current members. The members of the Board who served during the year are set out on the Legal and Administrative Infomiation page at the front of these financial statements. In accordance with th6 Arbdes of A8socialton, al the Generaf Meeting on 24 November 2022 Dr C E Bell. Mrs J C Grover Mr S L Dall￿ retired from Ihe Board and being elydible were ra-elecled. Mr J W Turner, Mr S L Dance and Cfynpany Secretary, Mr H l Hatfield subsequently retired from the Board in January 2023, February 2023 and June 2023 respectively. Mrs S C Sjuve jolned the Board as Chalr in March 2023 and Mfs H L Blakelockvrds appjinled Company S￿tary in July 2023. Mr R J M¢Carthy, Mrs A L Parker. Dr R J Tyler and Dr D W Yat8s ￿11 retire by rotation at the next Ger(erai Meellng and being digibie offer themselves for r￿e¢ll¢)n. Directors and govèmanc inlmen trainln and indu¢tion The Board may appoint retAa¢emenl or additional directNs at any Ilme. There is a delalled Recruitment Policy in place, which describes the pro(xss for publishing ts vacancy, inlervk8w selection ocess. and the steps taken prior lo the new Director tak1￿J up theirrde. These indude the complotion of a Dlsclosure and Barring Service IDBSI checK completion of a 'Fil and Proper Person, Self- DeclaratK)n,' and checks of the Bankruptcy Register, the Di5qualrfied DireGtors' Register and the Register of Removed TnJ$tees. Satisfactory refererK£s are also sought. New Directors undergo a comprehensive iTrjucl￿n. vthich iThJudes lime spent al each Horder Healthcare site, rlleetlng￿ with mwbers of Ihe EX￿l￿e Team aThJ the provision of an InduolKJT) Pack of backgrouThJ and guidarKe drKuments, induding those relevant to a registered charity. Training to enh8tK* skllls and knowledge is encouraged for dl Dweclors. Details of trustee Iraining course8 {new and refresher) are arcUlat￿ together wilh other IopKs of interest. Th8 Board meetsformally up to nine times a year in additKJn to the General Meeting, a 5trateg* plannlng session and any focxjsed workslw meetings. From July 2023 the Board has agr8ed to meet fijrmally six tIrr￿ a year in addition to General Meeting. h¥0 Strategic planning sessiMs and f(xxJspJJ w￿81K1p51 meelings. The Board is responsible for setting strategy and ensuring resources lo ￿h￿8V6 tIK)se strategic aims,. monitoring the performance of the EXe￿tIVe Team.. aThJ overseeing and 8nsuring that robust governanco avd risk managemenl systems are in plw. HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT A gap analysis against the Charity Govemanc* Code is underway in order lo identrfy any matters which the Trustees may feel are relevant for adoption by Hordor Healthcare - elther by way of introdLJCtion of new systems and proc8SS8s or the adaptation of e￿Sting. This of work was put on hold pendin the recruitment and appointment of a new Chair a￿1 will be progressed during 2023124. Boa mml ees In addition to Ihe Board. Iher8 are R8muneration, Finance and Resource, Audit, and Clinical Governance commltteeg in place whith m8et up lo fwr times a year. each workiro within a constibjtion agreed by the maln body. Exe￿￿Ve Man me The Board has appointed a $enkY Executive Team to manag8 the activities of the Charity and to ensure that the Charltls operational plans are implemented. The Board ha5 esta￿thed a framework of delegated aUth￿lty levels for these officers. Directors, Insuranc Hordgr Healthcare malntains insurance ￿li￿eS on behalf of all the directors against Ilabllity arising from negligence, breach of duty and bre￿h of fnjst in rela￿n lo the CharIta￿e Company based on the indemnity limit of £10.000.000. The total premium paKI during the year in relation to this poI￿Y was £18,480. strategic Report Our Performance Whllst the COVKI epidern￿ ha5 ￿en dedared over. dislocalKKts artsing from the pandemic Temain. It is generalty reCO￿lSed that e￿ments of the population show increased levels of morbidity, whelher as a result of post£ovid compli(xtions or from a18ck of routine treatment durlng the pandemic. This Impacts, most notabty al The Horder Cenlre, wllh patients presenting th more complex symptoms and. consequently, more likely to cancd or require addf(h)nal we-operabve work-up. This was very evident in the first half of the financial year 2022r23, with overall inc#)me 12% below FAanned18vels. Thls was an improvement of 3% from the prior year. SImilar￿. Covid-relaled supply chain disruptions le(1 to inflationary t*essures that were a(xel8raled by the Impact of the war ir) Ukraine and the subsequont rise in energy costs. This, in tum. I￿ to energy price Increases in excess of 100%. with a resultant impact on our cost base. However, strong demand for wivale Ireatsnenl, cOU￿ed with a longer-term NHS contract al The Mclndoe Centre, saw a significant improvement in the second haw of the year. This resulted In year-end income recovering to withln 4% of planned levels, an overall inThse of 13% on the prior year. Th8 overall impact vrds a year*nd net surFdus before depreciatK)n of £856k. DesFNle the drfFi￿1I operating environmen( the Charity still manageil to inve5l£1 M into the organisalion, refurblshing the operating theatres and improving IT infrastructure. whilst maintaining a strong cash balance of£8.3M IPY £9.3M). SLbi i 1 É 8 > C&Z￿￿¥ >cLa£EE I. HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT Princi al Risks and Uncertainties Hord8r Healthcare rw(NJnises that risk mawement ts an integrd part of gocmj management practlce and is part of the organisation's cuHure. The Board has overal reswnsibilily f(￿ ensurfng systems and controls ar8 in place, sufficient to miiigate any signtfKxnt risks which may threaten the &hlevement of Horder Healthcare's organisational obl￿tiVes. In addl￿n. the Board has appointed Crowe (UK) LLP lo the interrral audit function ar￿ uNlertake periodic reviews in linewth a programme of inlemal audits determined by the Audit Committee. Reports are issued to and reviewed by the Audit Commtttee. Duriry 2022r2023 this included a review of.. Fire Safety Management Payroll Data ProlectM)n and Infonnath?n Se￿￿tty Health and Safety Cyber se¢urlty Assuran￿ is the bedrock of evIde￿* that gives ￿nfide￿ that risk is E￿ing controlled effectivety, or conversely, highlights that certain controls are ineffective or thare are gaps that need to be addressed. It is imwrtant therefore that the scope of the assurances is set in the (>)nlexi of the organisats'on's Strateg￿ objectTries'. 1. Patients 2. People 3. PurKose All staff have a responsitHIty for identifytrvJ adual or potential hazards and risks aThl r8wtlnglescalatlng Issues in accordance with the Risk Management Pdicy and Horder Healthwe's Inud8nt Reporting Pdicy. Within Horder Healthcare. stralesic risks we identified by the Board an¢J Exe¢utive Ihrough horizon scanning and a risk review against agreed Strateg￿ obiethes. Operational risks are identified from ir￿KIents or near misses report￿1 on the rksk management System or from intema audits le.g. health and safety. infection control), external audits or risk assessments. All risks have 'controls' and 'assurarw' recorded against them C￿ have pIar￿ to put them In place. These are revlewed regular￿ by the EXe￿tiVe team. by the Senior Management Team on a monthly basis and also by the 8oard. The table below hI￿lIghts the pr1r￿￿Pa risks Identi￿ durlng 2022123, vthh assocyated mitTrgated programnes. Kèy Strateoic. Oblectlves PririclPO1 Ri$k$ . Ratlofialè.", "Prograinm95 ' 2022-23 Clinical assurar mme Enhanced private patient pathway sure Unchanged Ddivering oulslanding care Preferrwj choice for prtvale lients Key partner to the NHS Risk of sevwe patient injury or never event Falure to keep pac4 ￿th induslry 'best in dass. Uncharood Flsk of reduction in East Sussex NHS OrtFK)pa￿ic acti NHS stakeholder engagement progamme Increased Potential impact of the re-procurement oflhe NHS Sussex MSK athwa HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT 'Key Strategic. Objedlves -PrlnFlpal Risks. Mltigation, P.rograiiimgS . 2022-23. NHS stakeholder engag8ment pmgramm8 .Ratiorialo ": Key partner to the NHS Rlsk of reduced rde for independent provlders In NHS integrated I￿re systems Increased Potential impact of introduction of NHS int￿ted care systsms on existiro NHS contractual a￿angementS, coupled with introduction of NHS elective surgical hubs in local health economies. Impact of onwlng recruitment drive and successfvl introduclK)n of first tranche of overseas nurses Employer of choice Flsk of inabilty lo recruit & retain dinical staff Re￿￿lIMent & retention strategy Slrengthenir the community Fadure lo demonstrate charitab18 ose 7. Risk to financial sustainability due lo deterl(Kaion in margins andlor incwwl cost base Developing ESG strategy Unchanged Sound fina￿181 management Medium temi finarKial strategy Incfeased Slgnfficanl infiationary ost pressur8S. Futsjre Develo ments 2023124 will See a continuing focus on the privat8 patient marke( whllst remaining ready lo support Ihe NHS eledwe recovery programme. Infiallonary pressures remain challenging. and we continue lo focus on financial improvements arKI k￿ger-lern) sustainabilty. Our recent SuC(￿S In r￿￿111ng nurses from overseas, coup￿ed 7Mth imwoved retention rates should lead lo a redLJclion in tempcw staffing costs. Similarty, red￿d energy usage arising from Improvements lo the estate will help to mitigate rislng energy pr￿eS and other inflationary pressures. In parallel, capital investrnents will (xjntinue to refiect a pwdenl and balanced approach to maintenance. improvement, and service transformation. Our commitment to achieve carbon net Z8ro by 2035 will be reflected in CHJr ongoing estates improvement programme. whilst improv8ments in our IT infrastructure will enab￿ u$ to move forward wth a new patient aJministratM)n syslem atml integrated electron￿ patlenl record. Pay Pollcy The Remunerdtion Commlttee detemines remuneration wAicy and praCtI￿S wth the aim of attracting, re￿LlEtIng. molivaling and relalnlng high calibre people. The Remuneration Committee makes reference to the external maTkel ensurirvJ that 11 is working wtthin a frameworf( which is legal, transparent, competits've, fair, affordable and providing value for morwfor the charity. Th& RemuneralK)n Committee ensures that there is a clear link with perf0mpr￿. AnrHJal remUnera￿n is sel in accordance with the pay poltcy, with any changes taking effect from 1 July each year. The Chairman of the Remunwation Committe8 together with the Chaimian of Ihe Board of Directors wll determine Ihe remuneration for tho Chief Executive. who wll be exduded from any discussior￿. HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STrATEGIC REPORT Rosgrves Pollcy Horder H8alEhcare's consolidated funds at 30 June 2023 amounted to £60.9m of which £52.7m is represented by buildings, othw r￿ed assets arKI restrict￿ futmls. leaving unrestricted funds of £8.2m. Hord8r H8allhcare recognises the importance of maintaining adequate reserves to ensure fflnancial stability and resilience éurlng periods of e(Y)nOm￿ urK8rtainty or other adverse events. This policy oulines the apwoach taken by the charity in detemiining the appropriate levd of free re8aV8S, consbjerlng pote￿la1 rlsks a￿1 theirfina￿1al ImFAicaknns. Horder Healthcare's approach lo doterminirvJ the level of free reserves Is bas&Y on a comprehen8nie analysis of futur8 operating results, taking into a(xx)unt polential downshje risks. Hord8r Healthcare evaluates various risks that (x)uld Impact its finartial ￿sItion. Partmxjlar altention is gwen to the continuirvJ challenges faced by the NHS. as well as infiatK)nary cost pressures and clinical staff shortages. Additionally. the tharity takes into acc(￿nI other ￿tential risks specific lo its op8ralional context. To ensure a pnjdenl level of r&serves, Horder Healthcare em￿oyS financial modelling lechnNu8s to simulate the effects of potential reductions in Ir￿ome on ￿05S conlribution. Thi5 allows the organization to better understand the polents'al iMp￿t of adverse events and ￿an aC￿dInE4y. In addition lo add￿SsIng short-term risks, Horder Healtsare rewgnises th8 importance of investing in ils infraStrUc￿re and the development of its iAJ5iness to ensure lon*temi sustainability. Adequate free reseNes are earfflark￿ for these purposes. Horder Healthcare has established a ta￿ to malntain consolidated free rese￿eS of £6 mllllon. This t8rgel is based on the assessmenlof ident5fied risks and the financk41 implKatbns associated with them. The target is sel lo hold betsveen 14-16% of its total Inc¢)me in free reserves. The Board has deemed this level of reserves to be acceptable in Sukwrting the wJanisal￿n'S finall￿al resillewe. Horder He￿1￿care is o)mmitted to revlthving its reserves polw annually to ensure Ils continued relovaniE and effectiveness. This review includes reassessment of identified risks, potential impact scenarios. and the sU￿rencY of th8 resms target. Investment Policy Horder He8llhcare's FInar￿ and Resour￿ Committa8 {FRC> ha5 reswnsibility for the development of an investment pdicy and Ihe management of Horder Heath￿re'S investments. within the investment policy fraMew￿k set by the Board. In discharging these resFW)nsibililTes. the FRC considers: The charity's altitude toward risk, investment retums and volatility Types of inveslments. including ethul consideralM)ns The management of investments e.g. setting benchmarks and targe15 by 4thich investment perfomiance vdll be jud Tho aulhorisation of investment (ledsions. In line wllh the Board's rlsk appetite, 1nv8sln￿ntfiJnds are held in a bankdeposrt account and are subJe¢t to a Board-level agreed proto¢ol for the use of the funds. The Finance arKI Resource Committee ￿IntinueS to monitor Ihe organisalion's InvestrrTrent requirements, in accordance with the investment p￿1¢y. and makes r￿mendatIonS to the Bo*d. HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT Financlal Instruments Horder Healthcare employs various ffinancial instrurTtents to manage its financial &lNitles and exposures effectlV8ly. The charity operates on norn￿1 commerci81 tem)s with its suppliers and patienls, all of whom are located the UK. The folbwing ouUin8s the key financlal Instruments used by Horder HealthcaT8 and the aSS￿lated nsk manag￿ent apwoach. Trade Rec8ivabl&s a￿1 Payabl&s Horder Healthcare maintains trade recervables resultiro from nc￿al ￿sinesS operations. representing amounts duefrom patients. the NHS. Private med￿ Insurers and other payors. The charity endeavour8 to manage cr&Jit risk pNdenUy. tx)nducting regular Credit 8ssessmenls a￿1 setting appropriate credit limits. Trade ￿e1vaNeS are monitored dosety. and appropriale provisions are m￿e for potential bad debts lo mrtlgate C￿11 risk. Similady, trade payables aris8 from the purchase of g￿d8 and servKes from suppith. Horder Healthcare ensures timely paym8nt to suppllers in adheren¢8 to ageed-upon terms and cx)r)dition8. Cash and Cash Equwalenls Th8 Charty holds Cash and cash equNalents in bank deF#)Sit accxjunts. maintainlng a prudent level of liquldlty to meet operation81 needs and financi￿ 0￿19a￿OnS. The Finance ar￿ Re￿rce Commlttee (FRC) monitors the cash posit.ion reguk[￿ to ensure sUffi￿nI fuThYs ar8 available to meet short-lerm requirements. Bank Borrowings HoTder Healthcare operates on a credit basis wih its ￿Mary bank and d08s not have any t(srTowings that expose the charity to interest rate risk from this Sou￿. Inv8Stment in B8nk DepositAccount As Mention￿ in the Investment Pc4ry 5￿tiOn, Horder HealllKare's Investment funds are held In a bank deposit account. The Flnance and Resource Committee IFRC) ensures that this investment aligns wllh the charity's risk Iderance arKI ffinancial ObJ￿￿ves. Fln8nclal Rlsk Managemenl Horder Healthcare Is commttted to txudenmy managing its finandal risks. The Finance and Resou Committee {FRC) conducts regular risk assessments lo identify and assess potential exposures r8lal to its finanThal instruments. The commtitee tskes appropriate measures to mitigate these risks and ensure financial stability- Gurrency Risk Since all transactions are conduGted in the UK and with UK suppliers and pat￿15, Horder Healt￿ar0 Is r￿t exposed to slgnrfi￿nt currenGy ris Horder Healthcare's ffinawial instrutnenis are managed wth dilwJen¢e and in adherence to prudent risk management practi(*s. By maintaining a careful apwoach to wdit rigk. managing cash and Investments cautiously, and operating on commercd temis. the charity aims lo pmsure financigl slabdty and support mission of providing exceptional health(%re servKes to ts patients in the UK. HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT stakeholder Engagomont (Se¢tlon 172(1) statement) The Dlrectors are aware of thelr duty under s.172 of the Companies Act 2006 to act in th& way that they consider, In good faith, would be most likety lo promote the success of the Charty to achieve ils charitable purposo. which indudes having regard to all slakeholders. We identified the most imtxjrtant slakeh)Iders based on past stakeholder communications. The table below sets out our approach to stakeholder engagement dudryJ 2022123. stakoholders Why are Ihoy Important to Horder Healthcare Employees are our most valuable asset. Our ttople's commitmenl is essential for us lo deliver on Vision and mission a5 an organisatlon. What is Horder Health¢are'$ oach to en e with them Yearty engag￿ment survey cor¥luGted through 'Besl Companies. to measure employe engagement arKI addressing any Employe8S Monthly ftffmal 'all staff ExeculNe video brielngs.. Implementation of a fvll onboarding prcKJramme for all new colleawes.. Structured annual appraisal programme wlth a clear competency framework,. Struclured statutory and mandatory'all staff, training programme. Quarterly health and wellbeing forums: Dedicated rneno ause dinics. Regular patier)t surveys., Monthly review of patient eXp8￿nCe trends,. Quarterty pafjent exp8rience meellNJs,' Utilisation of PROMS data to dr￿8 ser¥￿e improvement; Utilisation of clinKal audit data to drive servKe Im[￿Vement. Patient forums Patients DelNerlng highest standards of are to our patlents is central to our vision and misslon as an organEatson. NHS Commissioners The NHS accounts for a signif￿an1 income workslream. Mwntaining go￿1 relationships is key to S￿U￿n9 this inc¥)me stream. Regular formal ¢ontracl meetings: Informal meelings wilh key commissioners", Membership of the NHS 'getting it right first time. IGIRFTI inilialive. Membership of IHPNINHS England 6-weekly updates Lix)k to develop relationships with the ICBS. Private health Insurers {PMI) PMI (x>nstitutes a growiTrJ Inc￿le stream whKh is inc*easingly important to the busine5S. Contract meetlngs vAth h@h volume PMI providers. Quaity arKI Govfjrnance meetings wilh PMI providers 10- HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT Stakeholders Vvhy are they important to Horder Healthcare Working clos8ty with NHS provbjers reaifirms Horder Heathh￿re'S position within Ihe Irxal heamh economies in which it operates. INhat is Horder Healthcare's roach to o with them Ongoing informal contacts al CEO Executfve lovel. Formal govemarKe and overs￿ht meetings Whe￿ sub-contract in aco. NHS Providers Indgp8ndent ￿or (IS) Providers Working dosely with IS F￿V￿lerS at an irKlusty level helps to shape industry respmse lo national health initiatives and ensure Hord Hea51hcare issues are fully represented. Horder Hedthcar8 is regulated by the Charity CommissK)n and the Care Quallty Commission {CQC). CEO is an 81ected member of the Indepertdenl Healthcare Providers Network IIHPN) stralegk council.. Hord8r Heahhcare executives slt on various IHPN working groups. Regulators Quarterly review of regulatory gap analysis al Board Governan Committe8. Annual revlew urKlertaken of requirements of all regulatory tod￿5, rei)orted to Br)ard of Trustees IRegulal¢Ty Complian¢e Report). Regular fomial and info￿nal nlact wth CQC inspecloral8. Regular communwtion received from the Charity Commlssion vla emall updates and via My ChaAty Commission Accounl. Annual GMC submk%sion in line th NHS rev81idation requirelnerts. Consullants Having good wcwknng rdalK￿$hip8 with our (¥)nsultanl b(>Jy all¢M US lo deliver the best patient care. Quarterly Medical Advisory Committee meetings Biennial reV￿W meetings wlth each consultant Specialty based meetings with plasti￿ and ophthalmology Engagoment of consultants in hospttal clinical governance meetings and morbidity and mortality meetings Consultant representation in Specif￿ organisatlon81 wojwls. Key Supplierslcontractors Building arKI developing gocrtj relationships with our key suppli8rs supwrts the delNery of our services. Rebijlar Joinl ServKe Review meelings. nfflcanl Decisions The table below sets out the decision taken by the Board during 2022123 to extend the MSK East Contract for 18 months and how stakeholder views and feedback were consldered in its decision making. 11 HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT rgomenl tOe*tèrid the WSK Eastmntract for 18 months from Maroh 2023 . S172 matter affected Healthtxre P8rtners Our palients Our people A¢tlon and impact of the daclslon The MSK East contract was exlerKled weV￿SIY until 30fft Marth 2023 to allow commlssiorw5 to pursue an appropriate r￿r￿￿rernent pro(￿$. Following the estsNl8hment of the NHS Sussex Inte￿ated Care Board (ICB). the ICB commisS￿)nerS requestsd a further 8Xtension of 18 months 10 30th September 2024, to allow sufflclent time to complgle Iheir service re-design prow5s, followed by a robust prwuremerrt exerase. The Board were (x)gnis8nt of the need to ensure a robus( evidence based approach to the serV￿e r&design, and the potenbal impact on heamhcare partnws. patients, and stsff, of a declslon not to proceed. On balance, the Board deterniined that a decisH)n not to a(x*pt the extensw)n would be detrimental to all rdevant Part￿5. Employee Involvernont Horder Healthcare continued lo parlner wlth B8sl compan￿8, to monltor employee engagement. A furthei staff engagement survey was issued during the repNbng perioé, focusing on eight factors of engagement, wh￿h produced the followirrfJ highlights: 66.2% part￿patiOn rate. Horder Heatth¢are a¢hleved the hKJhest score in 'my team.. This indicate5 that there is tnjst. confidence, friendship and wjpwt, all elements that define the effectNeness of teaTnworking. Horder Healthcare commilled to focuslng on t￿ee factors of engagement - L8adership, Fair Deal and GNing Something Back. The O￿nISational development pro￿aM for all senior managers was further estatAished. The review of employee benefits conlinu&J from the prior year. resulliro in enhanc8ment to healihc2re cover and leave policies. Horder Healthcare continues to invest eXtens￿elY inlo the continuous development of its staff. Al preser)t, there are six ￿t￿e appreniw. spanning nursing roles, IT. Learning and Development and Customer serV￿e, wilh a fvrther Operating Department Pr&lMlonor apprenticeship, whith wa5 offered from June 2023, to Continue with tho strategio aims to gmw our own exceptiona healthcare Ix>lleagues. The Leadership Academy. Eaunched in January 2022. cOntinl￿ to support a host of colleagues ross the organisalion in upsknlling in the field of leadership and management. Successful candidates achieve an NCFE Level 2 acue(lited qualrfKation in Team Leadlng. Horder Healthcare uses fijnding streams to provide thi8 opw)rbJnty lo siaff and has already supported 21 colleague5 to aohieve the qU￿lf1cat￿n. with fvrther pla(*s yanned for 2023-2024. Horder Healthcare continues to 5Upk￿llhe mentaj and wdlbeingof ourcolleagues and a monthly health ar￿ wellbeing calendar provides a wide range of intirdtives lo support all colleague5. In addition, Horder Healthcare has increased its number of Speak up Guardrarks and Mental Hedth First ￿ders. 12- HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT Dlsabled persons Horder Healthcare employs disabled persorE when they are sultat4e for a Part￿￿lar v￿ancY and every effort is made lo ensure that they are gNen fijll and far consideration when such vacancie5 arise. Managers work closdy wlth the organisalion's OC(￿patIOnal Health provider so that rf an employee b8comes ill or disabled while working at Horder Healthcare they can, there possible and with reasonable adlustmenl, Contin￿ In employmenL During employment, Horder Healthwe seeks to work with all emFAoyees. taknng into w)unt their P8rsonal Gir(xJmst8nces, to ensure approtKiate tfdining, development and advanc8mnt opp¢)rtunitles are available lo enable them to reach thelr full potenttal. The number of known dlsabled persons employed by the Charity during the ye¥ was 1412022.. 21). Fundral$lng Horder Healthcare is not reliant on fundraising lo enatAe itto delwer its serv￿, wth fundr8ising income accounllrKJ for18ss than 1 % of total In￿Me. Onty a small number of fundraising activities are undertaken each year whiGh, in 2022123, included the sale of Horder Heamhcare mercharKli5e and pathipalK)n in the Unity Lottery. Sncome is also received from donations and the ￿elp1 of legactes and bequests. The Ch￿it3b1e Funds Commiitee, ¢halred by the Chi8f Exe(xJtrve, oversees the wllection and distribution of funds re￿iVed from the atove. Committee also has reswnsibility for ensuring that best praGtice in U)e areas of fundraising aml the management of charitable furKls Is followed, as recommended by the Charity CommissKJn and the Fundraising Regu181or. Regardless of the lev81 of fundraising, Horder Healthcare still has an oNigatM)n to ensure its furKlraislng activit￿S are Conducted lawfully, ethically alld with due regard lo best prac￿. Horder Healthcare Is aware of its responsibiltty to protect VUIr￿ble people and othor members of the publlc from inappropriate behaVI￿r wtth rewd to fundraising ac14vities. This is an extension of the organisation's obligati￿S as a healthcare WOVKler, whkh are described in Horder Healthcare's safeguardlng pOI￿leS. o￿aS1onallY, individuals {e.g. ex-palients) wll raise fijnds for Horder Heallh¢are ty undertaking activlties such as a SFM)nsored walk. although this is rKJI at the request of Ihe organisation. No other third parties are involved in raising funds for. or on behalf of, the Charity (e.g. a professional fundraiser or commercial partl￿pat0r). Horder Healthcare has re￿¥0[1 complaints regarding its fvThJraL8lng actNities or pract[￿S during the year (2022.. none). Income received from fundraising actNities, Irduding that rec*Ned by way of donations, bequests and legacies. is earniarked to suppcfft the following proje¢ts: C11n￿v￿edlCal researth Clin￿vr￿edlCal training and educa￿ Communty wellbeirvJ 13- HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT Projeds undertaken during 2022123 IrKaude: The continuation of our nurse apprenlceship scheme, which has been SUPFQrted In part by a number of generous tequests. We have three Tralnee Nurse AsS￿lateS undwtaking a foundation degree wth the University of Brighton, wtth one due lo ryaduate very soon. Our sur9￿al bursary scheme. iniroduced at The Horder Centre in 2018 for tralnees In orthopaedic higher speclalist training, (x)ntinues. In March 2023, Iwo re￿IpIentS of these travelling bursaries gave presentaliorts to Imjr Medical Advisory Committee to feedback on their experiences leaming, with one having ￿mmer￿ed a research fellowship al a diniG in Hamburg and the secorKI commencaj a fell(￿hiP in South Afr￿. Two fvrther bursari8s were awarded later in the year. At The Mclndoe Centre, we continue io supp(wi the aesthet￿ fellows from Queen Wicloria HosiNlal NHS Foundation Trust. At least three NHS trainee doctors each year are provided wth a funded training opporbjnity in plast￿ surgery, mostly f￿USsIng on aesthetic sur￿ry. This is almed al providing the trainees with much wder training experience within the plasilcs Spedalty, which may be more dtfflwll lo obtain wtihin the NHS. Energy and Carbon Reportlng Summary Re rtln Irement As a large, unquoted organisation, Horder Healtkwe is required to rewt its erwgy use and carlyjn emissions in accorda￿ with the compan￿ {Dire¢tors' Roport) and Limilod L￿bilty Partnerships {Energy and Car￿n Re￿tI R8gulatK)ns 2018 a5 il meets the thresholds fcff reporting. Methodolo The data det8lled below representenergy use and emk8sM￿S forwhich Horder Healthcare is responsible for the financial year 2022123. We have used the maln requirements of Ihe GHG Proto￿1 Corporate A(xounting arxl R8POrtlng Standard as our emissions calculat￿n melhcxlology. This melhoddogy recommends Ihat emiss￿ are c8luJLqted by multiplyirvJ actlvlty data (for example energy use in k1￿} by an appropriate conversion factor. Thi8 the same method used in the previous rewt. Al the data for this repcrt are from th8 Hordw Healthcare geen scorecard. Greenhouse Gas {GHGI Emlsslons Comparlson 2021122 v 2022123 2021122 2022123 Emissions from Purchased Eleclricty tC02e (Scope 2) 368.36 332.81 Emissh)ns from Purchased IC02e (Scope 2) 2.81 Emissions from Combustion of Gas tC02e (Scope 1) 241.68 122.05 Totsl Energy Usage to calculate (a)nsumptions C02e 612.94 457.67 14- HORDER HEALTHCARE BOARD OF DIRECTORS. REPORT AND STRATEGIC REPORT Scop¢ 1, 2 and 3 Emlsslons Greenh(￿se Gas GHG The Greenhouse Gas Protocol classifies emisslons Into one of three scopes. largely baswj on proximity and control over emisslOtL8. The Siandard Reporting Framewcrfk emis5ions1s called the Green￿USe Gas Protocol, wh￿h is split Into three categ)ries called Scope 1, 2 and 3 emissK)ns. ¢0 Covers our DIRECT emissions from things w& ovffl or control, e.g. gas boilers or ￿MpanY cars,. Sco Covers INDIRECT emissions from all ts en￿9Y ￿ buy. e.g. dectridty, steam. heating and cooling,. Sco Covers all the other INDIRECT emissions in our compary's value chain. These Can indude goods or services we buy. LNJsiness travd. our employees, (x)mmutes and investments we hold. Create a vision for a cleaner us future In the18St year we have bèen worknng hard making charw. We have managed to low6r our electric and gas consumption during 202W23 by 49.5% on our ga5 r￿Mpli￿ and 10.8¥0 on our electric. This has been achieved by workwe have ￿m￿eted across sites lo improve erwgy effKi8noy combin wth a milder than average wnter. We have Contlnued working to replace Iluores(*nt IKJhting with LED fitting$. Our frtus in tho past year has been al The Horder Centre wth a phased programme of replac8m8nl itKluding the corridors and waiting areas on ground floor. The Mclndoe Centre has 95% of the fluorescent lighting replaced. Followiro works at The Horder Centre to replace and Upwdde Building Managemenl System controllers, we are rK)w able to set time parameters ￿ the use of Theatre planL Prior to these works we carried out a surrfey of oul of hours energy usage. Since the works were complete, we repeald the survey and the results reveded s￿n[Ficant energy savir¥Js of up to SOYO prior lo the imposition of the time contrds. Key to our joumey towards carbon rwtraity and the management of e￿ usagg is the engagernent staff. Energy saving Kleas and communications are induded on the Horder Healthcare intranet. We pvtAish details of energH usag* on the internal communication'lmpact boards. ￿1¢h prowde all staff wlth visibilty aThJ lh8 effects of enewy saving inilialwes. All future ￿PItal equipment requests such as new ￿llers, wll rA)nsidw their cartjon impact. We will consider and appraise green initiative projects such as the installation of PV {solar) panels which wlll allow inueasing levels of erwgy Inde￿￿￿enCe during the joumey from fossil fuel usage to renewables. We conlinue lo manage the use of the gas at The Mclndoe Centre where possible using electriaty lo pyoduce steam to wash arKI slerili5e our surgical instruments. 15- HORDER HEALTHCARE BOARD OF DIRECTORS, REPORT AND STRATEGIC REPORT The lata below shows the energy usage comparisijn belweer12021122 and 2022123. USAGE COMPARISON 2021122 v 2022123 Volume IkWhlLltr¢s) 202112Z 2022123 VariaDGo % Varlan¢o kwhllltres Eleclricty Consumpllon (kwh) Gas Consumption {kWh) Fud Usage Ilitresl 1,645.987 1,333,542 10.471 1,488,972 673.453 10,154 -10.8% 49.5% -177,015 -660,090 -317 Itrs Provlslon of Informatlon to audlto Each of the persons who are D*￿torS at the tlme whon thi5 Board of Dlre¢tors' Report Is approved has confirm8d thal= so far as each Dlreclor is avrar8. there is no rdevant audit infcmation of wh￿h the Group's auditors a￿ unaware, each Direct￿ has taken all Ihe steps that ought to have been taken as a Director In order to be aware of any irrformauon needed by the Group's auditors in connection wlth preparing their reFth and to eSta￿lsh that the Gr(xJp'$ audilors are aware of tr￿1 information. Audltor The audttor, BDO LLP. is deemed to be reaptM)inted under ￿tion 487(2> of the Companles Act 2006. epo and incorporated straiegic report vras approved by ￿ Board of Directors on . and signed on their behalf, by.. Mr8 H Blakelock 16- HORDER HEALTHCARE STATEMENT OF DIRECTORS. RESPONSIBILITIES Statement of Dlrectors. responsibilitles The Directors (who are also I￿￿tee8 of the charity for the purposes of charity law) are responsible for preparing the Board of Directors, and strateg￿ reports a￿{ the financial statement8 in accordan￿ with applicable law and United KiTwJdom Accwnl1￿ Slandards {Un￿ed Kingdom Generdlly Accepted Accounling PraCt￿e). Company law requires the Direclors to wepare finanual statements for each financial year whl¢h glve a true and falr view of the state of affairs of the charitalAe Company and Group and of the incoming resourGes and applir%lK>n of resources, induding the income and expenditure, of the Group for that period. In preparlng these finan¢ial staiem8nts, the Dtrectors are required lo". select surtable acc￿ntIng rA￿eS and th8n apply them consistently., observe the methods and pri[￿lpleS in the Chartbes SORP" make judgemefits and estimates that are reasonable and Prudent., State whether apE￿ICable UK Accounting Standards have been fdh)wtsd, Subl￿t to any materlal departures disdosed arKI explained in the financk41 statements. and prepare the financial statements on the going concem basis unless it Is inappropriate lo presume that the Group and charita￿e Company ￿1 continue in operation. The Dire¢lors are resp)nsible keeping proper a￿c￿ntIng re(yJftls that disdose reasonable accuracy at any time the finar)Gial postih)n of the Group and charitable Company and enable th8m lo ensure thal Ihe fInar￿la1 statements comply wth the compan￿ Act 21x16, Charities Act 2011, and the Charities {A¢counls and Reports) Regulations 2008. They are also responsible for safeguarding the 88sets of the Group and charitable Company and hence for taknng reasonable sleps for the prevention and delectv)n of fraud and othor irregu1arlti6s. -17- INDEPENDENT AUDITOR'S REPORTTO THE MEMBERS OF HORDER HEALTHCARE Oplnlon on the flnanclal statements In our opnion. the financlal statements: g￿8 a true an(1 fair wew ot the stats of Ihe Group's and of th8 Parent Charitable C(xnpany'8 affairs as al 30 June 2023 and of the Group's ino)ming resources and application of resources 8nd th8 Parent Charitable Compan￿$ Irthmlng resources and aprA Thtion of resources for the year then ended,. have been prop￿lY prepard in accordance with unit￿ Kingth)m Generally A￿pted Accountlng Practice- an have been prepared in a￿OrdanCe with the requlrements of the CompanK% Ad 2006. We have audited the financlal statements of Horder HeaNhcar8 {Yhe Parent ChaTftable Companfl and Its subsldiaries I'lhe Group'l for the year ended 30 June 2023 wh￿h comprise the Consolklated Slalement of Financial Activities (including i￿ome and expenditure account), the Consolldated and Charlty Balan￿ Sheets, the Group Slalemenl of Cash Flows aThJ notes lo the financial statements, includlng a summary of sign[f￿nt accounting polTrc4es. The finartid reportiro framework that has bee applied in Ihelr preparation is apFdicable law and United Kingdom A(xounting Standards, induding Financial Reportlng Standard 102 Thp Finan￿81 Rewthng Standarrl 8ppIiG8b18 in Ltte UK and Republ of Irelarml Iunlted Kingdom Generalty Accepted AC￿xJntsng Practice). Basls for opinion W8 ￿ndUCted our audit In accordance with Intemalional Standards on Auditing (UK) (ISAS {UK>) and applicable law. Our responslblllties under those standards are ￿rther desGribed in the Audllor's responsibilities for the audit of the ffinancial statements section of our reporL We believe that the audit evidence we have obtained Is suffi¢ient and approwiate to WOVKI8 a basis for our opinion. Indepgndenco We remaln independent of the Gr(yJp 2rKI the Parent Charitable Company in acwrdance with the ethical requirements that are rdevant lo our audit of the financial stalemenls in the UK, induding the FRC'S Elhical Standard, and we have fLJlfilled our other eth￿1 responsibilities in accordan￿ wth these requirements. Concluslon8 related to going COn￿M In auditing the financial statements. we have conduded that ts Tnjstees, use of the going concern basis Df a￿￿￿ting In the preparation of the financ4￿ statements approwale. Based on the work we have pwformed. we have Kjenttfied any malerlal un(*rtalntles relatlng lo ev&nls or conditions that, Individu￿ly or co11￿tiv￿Y. may cast signlficant éoubl on the Group and the Parent Charitable Comparry's abilityto tx>ntinue as a going concem for a period of alleast ￿e1ve months from when the finanual statements are authmsed for Issue. Our re$pon8ibiltties and the responsibilities ofthe Trust￿ y￿1h reswt to going concem are described in the relevant section8 of this retM)rt. other Inforniat￿n The Trustees are respjnsible fc￿ the olher Information. The other Infom)ation comprises the information included In the Annual Report, other than the financial stalemenls arKI our audilorfs report thereon. Our opinion on the financial statements does not u)ver Ihe other in1￿MatiOn aThJ, except to the extent otherwise explicilly stated in reporL we do not express any fom of assuran(* condusv)n thereon. Our responsibility is to fftad the ots informal￿n and, in doing so, ¢onsKler whether the other information is materially inconsistent wilh the financial statemertts or our knowledge obtained in the course of the audit. or otherwise appears to be materially misstated. If we identify such material Inconsistenci8s or apparent materia misstatements, we are requwed to determine whethtr this gNes 18- INDEPENDENT AUDITOR'S REPORTTO THE MEMBERS OF HORDER HEALTHCARE rise to a materlal misstatement in th8 fina￿1￿ statements themsefves. tf, based on the work we have perfomed, we conclude that ihwe is a material misstatement of this other information, we a￿ required to report that fact. We have nothing to rep)rt in Ihks regard. other Companles Act 2006 reportlng In our opinion. based on the work undertaken in th8 course of Ihe aud￿. the information given in Ihe Trustees. RewrL whKh indudes the Dwe¢trrfs' Rewrt and the Strateg report prepared for the purposes ol Company Law. f¢x the financk?l year for whiGh the financial statements are prepared is consislenl wtih the financial statements" ané the Strategic retK)rt and the DireGlors' Rep￿ whth are indude(i In the Trustees. Rewrt. have been prepared in accordance with aP￿Icable legai requ￿ernents. In the Ilght of the knowledge and understanding of the Group and the Parent Charitable Comp8ry and tt5 enwronment obtalned In the course of the audit we have not idenlffjied material misstatement in tho Stratègl¢ report or the Tru$tses' report. We have nothing to report Sn respect of th8 follwng matters in reLgtv)n lo Wh￿ the CompanEes Act 2006 requlres us lo re￿rt to you rf. In our opin￿n- adequate accounllng records have rK)t been kept by the Parent Charitable Company. or returns adequate for our audit have not been ￿1Ved from bra￿ not visited by us,. or the Parent Charitable Company financial ststem&nls *e not in a￿ment with the accounting r￿rdS aThJ relurns," or certain disdosures of Directors, remunerath)n srrtified by law are mt made. or we have not r￿1Ved all the infomauon and ewanations we requlre for our audit. Rosponslblllties of Trustees As explained m￿8 fully in the Statement of D}r￿tOrs. Responsibilities, Ihe Trustees (who are also the directors ofthe charitable (xjmpanyforthe purposes of C￿7panY law) are responsible for the preparation ofthe financial statements arKI for being satisf￿d thatlhey grwe a true and fair vlew. and f￿ such internal control as the Trustees determine is necessary lo enable Ihe preparat￿n of flnancial statements that are free from malerial missiatemen( whether due lo fraud or wror. In preparing the financial slatements, ts Trustees are responsible for assessirvJ the Group's and the Parent Charitable COmpan￿S ability lo continue as a ging concem, disclosing, as appllcable, matteTS related to going concem arKI using the going ￿[K￿n basis of accounting unless the Trustees either intend to liquidato the Group or the Parent Chartlable Company or to r*age operations. CK hav8 r realistic allemative but to do so. Audltofs rosponsibllltles for the audlt of the finandal statements We have been appointed as auditor undei Compani8s Act 2006 and report in aixxjrdance with the Act and relevant regulatK)ns made or haviro effect thereJJnder. Our objectives a￿ to obtain r6asonable assurarKe ab￿1 Whetr￿ the fi1Hr￿la1 statements as a whole are free from material misstalemenL vknether due to fraud or error, and to issue an auditor's reporl that indudes our opinion. Reasonable assurance is a hi*b level of assurance, bul is not a guardntee that an audit conducted in accordan￿ with ISAS (UK) ￿11 a￿vayS detect a material mis5tatementwh8n tt exists. Misstatements can arise frcwn fraud or err(x and are corts'hlered tnaterial rf, individually or in the 19- INDEPENDENT AUDITOR'S REPORT TO TrIE MEMBERS OF HORDER HEALTHCARE ag￿egate, they C￿1￿ reasonably be expect&J to lnfiUe￿e the econom￿ d￿lSIOnS of users taken on Ihe basis of these financi￿ statements. Extent to wh￿h Ihg al￿11 was capable of d8teclirnJ vregulw?Iles, induding fra Irregularities, including fraud. are instan¢es of non-compliance with laws arKI regulations. We de9￿Jn procedures in line with our responsibilit￿. ouUin8d above. to d&tect material misslatemenls in respect irregularities, I[￿￿uding fraud. The extenl to which our pr(tedures are capable of dete¢tiThJ Irre￿larItIe8. including fraud Is detailed belovr. Non-compllance ￿th laws 8￿regulationS Based on.. Our understanding of the Group and the s￿r in whlch it 0￿rateS.. Discussion with management and those charged wilh EK)vemance; and Obtalning and understanding of the Grwp's policies aThJ procedures regardirKJ comFliance wlth laws and regulations. We considered the Slgnificant laws and regulations to be UK GAAP, Charities Act, Companles Act and UK tax I￿J1S1al1On. The Group is also subject to laws and re￿I￿long where the cons8querTh of rm)n￿mpliantè could have a material effect on the amount or disdosure5 in the financial stalem8rrts, for example Ihrough the imF)osib'on of fines or litigallons. We idenlrfied such laws and regulations to health and safety legislation, Care Quality Commlsslon. emFAoyment law and data protection. Our procedu￿8 in respect of the above ir￿lUded. R8Vi8w of minutes of meeting of those charged wlh governance ts ariy Instances of non- Complian￿ wth laws and regulations". Revlew of correspondence with r￿L￿tOry aThJ tax author[1￿ for any instances of no txsmpliance ￿th laws and regulations.. Revth of financial statement disclosures and a￿1r0 to supkK)rting d¢￿mentatIOn. Involvement ot tax specialists In Ihe audit,. arKI Reviow of legal expenditure accounts to urwjerstsnd the nalure of experKlliure incurred. Fraud We aSs￿ed th8 susceptibilty of the finarKial statements to matwkl misstatemen( including fraud. Our risk assessment procedures Induded: Enquiry with management those thargod with govemance linduding the Audil Committee and internal audit) regarding any known or suspected instances of fraud.. Obtalnlng an understanding of the Grixjp's poI￿leS and prI￿d￿reS relating lo: Detecting and responding to the risks of fraud" and Internal conlrds established lo rn1￿1e risks relat￿1 io fraud. Review of minutes of meeting of those charged wilh govemance for any known or suswtsd Instances of fraud" Discussion amngst Ihe engagement team as to how and vthere fraud might OC¥)Jr in the financial statements- and Perfom)ing analytical pri)cedures lo identify any unusual or unexpected relatK)nships that may Indicate risks of material misstatement due to fraud. Based on our risk assessment. we considered the area most sus¢xptible to fraud to be management ove￿Ide (rf conlrd. ()Jr ￿(￿edureS in respect of the above Induded: Testing a sample of journal entries throufvt tho year. which met a defined risk criteria, by agreeing to supporting documentatKJn' and Assessing signrficant eslimates made by management Imas. Including the provislon for doubtrul debt and delerminatlon of the deferr￿1 income balance. -20- INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HORDER HEALTHCARE We also communicated relevant identified laws and regulations and potential fraud risks lo all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed lo respond lo risks of material misslalemenl in the financial slalemenls, recognising that the risk of not delecling a material misslalemenl due lo fraud is higher than the risk of not delecling one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial slalemenls, the less likely we are lo become aware of A further description of our responsibilities for the audit of the financial stslements is located al the Financial Reporting Council's I"FRC's'l website at-. hll s'.IlwMv.frc.or .uklaudilorsres onsibililies. This description forms part of our auditor's report. Use of our rgport This report is made solely lo the Charitable 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 slate lo the Charitable Company's members those mallers we are required lo slate lo them in an auditor's report and for no other purpose. To the fu51esl exlenl permilled by law, we do not accept or assume responsibility to anyone other than the Charitable Company and the Charitable Company's rllembers as a body, for our audit work, for this report, or for the opinions we have formed. Do¢uS*n•d by.. BC8C15A11E97446 Fiona Condron (Senior Slalulory Auditor} For and on behalf of BDO LLP. statutory auditor London, UK 31 January 2024 BDO LLP is a limited liability partnership registered in England and Vvales {with registered number OC3051271. 21 HORDER HEALTHCARE CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES (INCLUDING INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 30 JUNE 2023 Unrestricted R￿tricted Total Funds Funds Funds 2023 2023 £000 £000 Total Fund8 2023 £000 2022 £000 Not In¢om• from.. Donations and legac4es 54 Charitable adniilies 37,3TI 37,377 33,330 Other trading ￿tivIti￿8 839 535 Investments 220 Other 1.085 1,085 1,029 Totsl 39.575 39,575 34,993 Expgndituro on: Charitable and other trading activities 40,452 10 40,462 36.836 Total 40.452 10 40.462 36,836 Net (expenditur¢) and Net movement In funds (87n (10) (8871 (1,843} Total funds at 1 July 61.807 61.843 63,686 TIAal funds at 30 June .930 60,956 61,843 The net movement in funds for the year arise from the charIt￿$ contlnulng operations. The notes on pages 25 10 39 fom an integral part of these financid statements HORDER HEALTHCARE CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2023 Cs)nwany No 03052242 2023 £000 2022 £000 Flxed as$ets Tangible assets Investment in joint venture 14 16 $2,697 53,465 70 52.786 53,535 Current assets stock D8btors Cash at bank and In hand 17 18 817 4.5 8,279 651 3,977 9,271 13.692 13,899 Cradltors: amounts faling due within one year 19 15.522) {5,5911 Not ¢urrent assets 8,170 8.308 Nèt assets 60,956 61.843 Funds of tho group General Unre5tricld rev￿￿atiOn reserve Restricted 45,522 15,408 45,957 15,850 36 Total funds 23 60.9 61,843 These financial statements were apsxov&J and auknrised for Issue by th8 Board of Direciors on DrRJT￿9r DIr￿tOr The notes on pag8s 25 to 39 form an intwl part of these finantxa stslements. HORDER HEALTHCARE CHARITY BALANCE SHEET AS AT 30 JUNE 2023 Company No 03052242 2023 £000 2022 £000 Fixed assets Tangible assets 14 52,697 53,465 52.697 53,465 Current a88ets stock Debtors Cash al bank and in hand 17 18 817 4,596 8,279 651 3,977 9,271 13,692 13,899 Crgdltors: amount5 fallirKJ due vAthin one year 19 {5,522) (5,591) Net curronl a9sets 8,170 8.308 Total assets less cutTent Ilabilitlos 60,867 61.773 Funds of tho Gharlty General UnTrslricted revauati(ffi reserve Reslricled by bequesl 45.433 15.408 45,887 15.850 36 Totsl funds 23 60,867 61.773 The consolldaled accounts indude ino)me of £39,556,(KX) {2022: £34,968,000). exp8nditure of £40,462,000 (2022.. £36,836.000) and a deficit of £9￿,{xmj (2022: deficit of £1,868.000} which is dealt within the ￿M)Un￿ of the pwent Company. Th6 parent has taken avantage of seCt￿n 408 of Companies Act 2006 not to preserrt its ur￿n80]Idai8d Statement of Flnancial Activities. These firban￿al statemerrts were apwoved and authoriwj for issue by the Board of Diredors on Dr R J Tyler Director -24- HORDER HEALTHCARE GROUP STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2023 2023 £000 2022 £000 Notes Cash Inflow Iusgd Invlrom opgratlng actlvltles: Net cash (used Inyprovided by owating ￿tivIbeS 27 {2371 1.040 (237) 1,040 Cash flows from Investlng athities: Interest received Purchase of iangible fred assets 220 {975) (1.0161 Net cash used In Inv￿ling actfvitlgs {755) (1,0161 Nat (decrgase)llncrease in ca8h and ¢ash oqulvalonts 28 (992} 24 Cash and cash equNalents bwht forward 9.271 9.247 Cash and cash equivalents forward 8,279 9,271 Rolatlng to: Cash at bank and In hand 8,279 9,271 8,279 9,271 The charity ths not hold any debt and as such a net debt reconciliation is rK)t provided as detailed In note 28. -25- HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 Accountlng pollclg8 Legal Slatus The ¢harity is a private Company limited by guaranlee and incorpcrated in England and Wales. In the event of the charity being wound up, the liability In respect of th8 guarantee is limi18d to £1 per voting member of the Charfty. The Gharity's objedives 2nd aims are disdosed in the Board of DIr￿S and Strateglc ReporL Accounting cOnv￿110n These financSal statements have teen prepared in ￿x%)rdance Ythh FRS 102 Yhe Financial Reporting Standard apsAicable in the UK and RepU￿1C of Ireland., the requ1￿mentS of the Companies Act 2006 and under the historical cost cor)ventlon. The financial stalemenls have also been prepared In accordan￿ the xcounting pdTrryes set out in more deta￿ below, to comply th the charTWs governing document and A￿untIng and Rep)rting by ChaTtties: Slalemenl of Rec(Hnmended Practice applKxble to charities preparing their ac4))unts in accordan￿ wilh The Financial Retxxtlng Standard appI￿￿e in the UK and Reput4ic of Ireland (as amended for accounting peri(￿9 ¢omm8wing from 1 January 20191 (the FRS 102 Charitie5 SORP 20191. The financial statements 8re prepared In sterfing, which is the funcknal cwrrency of the charttable Company. Monetary amounts in these financial statements are rounded to the nearest £1.Oc￿. The charity c£snslitules a pU￿1C ben8fit entity as defined by FRS102. Reduced disclosures The company Is a quali￿"ng entity for the wrFQS8S of FRS 102, belng a member of a group where the parent of that 9roup prepares publ￿ ava￿abl& consdidated finan¢lal statements, induding this company, which are inlerKled to give a true and fair view of the aSsets,1￿bIlrtI8s, fina￿la1 position and profil or loss of the group. The o)mpany has theref(xe taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidalod finan¢ial slalements.. Sectlon 7'StatementofCash Flovfb'_ PresentatK)nof a staiwnenl of cash flow and related note5 and disclosur8s- Section 33 'Related Party Disdosures'_ Compensation key management pwsonnel. The ffinan￿al statetllents of the company are (x)nsolIdat￿ In these finanryal statements of Horder Healthcare. Going Goncarn The DireGtor8 have reviewed the Group aT￿ Charity's financial forecasts and prolections covering a period that exceeds twelve months from the date of signing th￿ financial statements. As part of the stress testing of the foreGasis. th8 directors assessed what degree of downtum in trading Horder Healthcare could Sustain bef(*e it could no longer forecast a positive cash balan<*. This stress testing was based on fb8xing revenue downwards with a Ixjnsistent percentage decline in variable costs, whilst maintslning the for￿sted fixed cosls. The testing did not allow for the benefit of any mitigating actions that could be taken to p￿SerVe cash. The stress t8sbng suggesled that annual income would have to d8￿ease by 17% befo￿ the Group and Charity would no longer forecast a positive cash balance. Taking into a(munl our princlpal risks and mitigating actions, we do nol bdi8ve that suth a r&luclion in irK#Jme is I￿auSIble. Based on th8 analysis, Group and Chartiy would have sufficient resources to meet their liabilities as they fall due within 12 months from the date of the signing of the financial statements. ACC(￿dingly. the going (M)n￿rn basis has been used in weparing these financial statements. -26- HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMEKrs FOR THE YEAR ENDED 30 JUNE 2023 Accountlng pollcles {contlnued) Con$olldation These fIna￿la1 slalements consolldate results of the charity and it5 wholty owned subS￿l8ry HoTder MSK Limited on a line by line basis. A separate Statement of Finawial Activili8s, or I[￿Me and expenditure account. for the ¢harity itself is nol presented bec2use the oharity has taken advantage of the exemptions afforded by geciv)n 408 of the Compan￿8 Act 20(￿. A loinl venture that is not held a5 part of an investment portrolio ks Ix)nsolidated using IhB equity method of aeLounting in accordance wrth FRS 102 se¢tion 15"Investm8nts in joinl ventures.. The Group's share of any def￿rt or surFlus in joint Ventu￿ Is induded in the consolidated stslement of financial &livities, a￿1 the Group's share of their nel assets or liabillles is included in the consolidated bala￿e sheet. If the Group's share of nel assets t5 redU￿d to zero, ary additSonal losses leading lo a net IHixlity will not be r￿gnISed as the Group does not have a legal or conslructwe obligth'on or made paymenis on I￿haff of the joint venture. Details of the Grwp's jolnt ventures can be found in note 16. Income Fees are induded on an accrua basis once each slage of treaknent has been wmpl8tsd. Baquests are recognw in th8 acrwnts vthen the chaiity is entitl￿ to receipt and the amount can be measured with reasonatAe certainty. Donations. investment income and other i￿ome (exduding SMSKP2 Income) are Ind￿ed on a r￿sh basis. SMSKP2 income ss IndUd￿ on an a(wals basis. Expenditurg Expenses indude any attributalle VAT Wh￿ cannot be re¢￿ered aJKI are recognised in the perK*l in wh￿h they are Incurred. Charh8ble aGtiviltes IK4ude expendlture on palienls. Support costs, which includ8 govemance cx)sl$. are allocated to patients, expendlture. Govern81￿ costs include those costs incurred in the ￿vernanCe of the charitable Group and are primarily associated wth Constitution￿ arKI statukny requirements. Fund aGcountlng General fijnds are Unrestr￿ted fund5 whth are availabTe for use al the discfelion of the Board of Directors in furtherance of the general obje¢tNes of the chartiable Group and whith have not been designated ft)r other purposes. revaluation reserve relates to the revaluation of certain tangible f￿ed assets. The revaluation reseNe is transferred lo general reserves in line wth revalued assets, depreciation rate. Restricted funds represent inwm8conlributions whKh are restricted lo a particular purwse. in ￿)rdan￿ wilh the dorK)rfs wishe5. Designat￿ ￿ndS comprise unreslricled funds that have been set ashle by the Directors a particular purwse. Tangiblg fixed assets Tangible fLxed assets are measur&J at COSt, net of dep￿￿￿tIOn ar￿ any impairment losses. Dgpreclatlon Depreciation is provided at rates calculated lo write off the cost of iangible fLxed assets, less their estimated residua value. over the￿ exwted useful lives as follows: Freehold land Freehold buildings Over 50 years Equipment 4-10years Motor vehlcles 25% reducing balance Assets under £1,0(X) are not capitali￿ed and aTr charged directly to the stalemenl of flnancial activities. A full year of depreciation is charged in the year of acquisition and when brought into use. HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 AGcountlng policies (¢ontlnued) Impairrnont of Ilxed assots Al each reportlng period end date. Ihe group reviews the (xrrying amounts of its tangible assets £0 determin8 whether there is any indication that those assets have suffered an impairment105s. If any such indicatK)n exists. the recoveraNe amI￿nI of the asset is estlmated in order to delemine the extent of the impaiment loss (if any). Where il is Th)t possible io esumate the recoverable amount of an individual ass81. the ￿0Up estimates th8 rec#)verable amtsjnl of tho cash4JeneratirvJ unil to wh￿h the asset belongs. Recoverable amount IS the hlgher of fa￿ value ￿8$ (x)sts to S811 and value In use. In assessing value in use, the estimat8d fulure cashflows are dis(x)unled to their present value using a pre-tax di5(x)unt rale that reflects ￿Trent markel assessments of ihe time value of mO￿Y and the risks specffic to the asset for which the estimates of fijture cash flows have rK)t been a(ljusted. If the recoverable amount of an asset (cr caslFgenerating unlt) Is estimated to Èe les5 than its carrying amount. the carryirvJ amount of the asset (or ￿Sh-generats￿ unltl Is reduced to its recoveral￿e amount. An impaimienl loss is recognised immediately in profit or loss. unless the relevant asset i8 ￿rrIed at a revalued amcrfjnt, in which case the impairment loss is treat8d as a revaluation dec*ease. Stock Stock Is stated al the lower of txsst arml nel reali8able value. Cost is coThpuled on a firsl in. first out basis. Net realisable value is bas￿ on estimaled selling pr￿ after allowing fcff all furlher costs of completion and dlsposd. Penslong Tho Group operates a defin￿1 conlribution pension scheme and th8 pension charge represents the amounts payable by tho charity to th& fund in reS[￿t of Ihe year. Employae beneflts The costs of short-temi employee beneft18 are rery)gnised as a liabilty and an expense. unless those Costs are requred to be recognised as part of the cost of stock or frxed assets. The cost of arw unused holiday entitlement is rec*)gnised in the per1￿J in whioh the employee's seivi(*8 are received where deemed maieriak by the Direciors. T8rmination benefit5 are re¢ognlsed immediatdyas an expense when the Company B demonstrably comrnitted to teminale the employment of an employee or to provide terniination beneffts. Operatlng leases Rentals under operating leases are tharged on a straighl4ine basis over the lease lerm. Cash and cash gqulvalonts Cash and cash equivalents Include cash in hand. deposits held al ￿11 with banks and other short- term liquid investments orbinal maurilies of Ihree monlhs or le55. Flnancial Instruments The charitable Group and Company applies lh8 Frovi5ions of s￿tIOn 11 'BaS￿ Flnancia Inslrumenls" of FRS102 to all of its financial inslrumenls. Financid instnjments are recognlsed when the Group and Company b￿MeS party to the ¢xJntraciual provisions of the instrument. Financial assets and finan(iJ Ibbllilies are recOgn￿ed syhen the charilable Group and Company becomes a party lo the contraclual wovi8ions of the instrument and are offset only when the charitable Group and Company ¢urMUy has a kgalty enforceable right to set off the recognised amounts and intends elther to selue on a net basis, or to realise the asset and setde th8 liability simultaneously. HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 Accounting pollcles (contlnugd) Flnanclal assets Fee debtors, arrKxJnls owed by ￿1n1 ventures aTrJ other debtors {induding accrued income) which are receivable wlhin one year and do not constitute a financirwJ transaction are initially measured at tho transaction price arml subsequenfy measured at amortlsed cost, being the Iransa(lon priceless any amounts settled and any impaimienl losses. Whwe the arrangement with a debtor constitules a financing transaction, the debtor is initially MeasU￿d al the present valug of ftrture payments dlscounted al a mark81 r*eof Inte￿St for a slmllar debt instrument and subsequ8n1￿ measured al am()rtised ￿St. A provislon for impaimienl of trade debtors is estalAtsh￿ there is Obl￿tive eviden￿ that th8 amounts due will mt be c4)Ilected accc(ding to the orwJinal tem￿ of th8 contr￿t. Impairment kisse8 are recognised in profrt or loss for the excess of the (xrying value of the trade debtor over the present value of the future cash fjows discounted usirvJ the ¢yiginai effective interest rate. Subsequent reversals of an impairment loss that obiecbvely rdate lo an event occurring after thg impairment loss was recognise(I, are reuMJnised immediately in or loss. Financlal Ilabllities Basic ffinanoal liabilities, induding trade and othw payables aTKI amounls owed lojoint venture5, aro initially recognised at transaction wce unless the arrar￿￿ement conslltutes a fina[￿Ing transaction. where the debt Instrument is measur8(l at the wesent vdue of th6 thire payments discountgj at a market rate of Interest. Debt instruments are Subsequent￿ caTried at amortis&l eosL using the effeCt￿e interest rate method. 2 A¢countlng estlmates and aroas of judgmenl In the apFAication of the charivs accy)unting pc4icies, the Directors are requirad lo make judgements. estimates and assumptions alxjut the c*rryiro amount of assets and liabilities that are not readily apparent from other Sour(￿5. Th8 estimates and assrKiated assumptions are based on h￿tOrICal experience and olherfathxs that are considered to I￿ relevant. A￿Ual results may differfrom these e51imates. The estimates and underfying assumptions are reviewed on an ongoing basis. Revisions to accounting eslimales are recognis8d in ts period in wh￿h the estimate is revlsed where the revision affects only that perio¢J. or in the period of the revisK)n arKI fLJture wriods Whe￿ the revision affects tJ)Ih currerrt and futu￿ perfcds. The directors do r￿t COnSKler any of these jud￿ments or estimations lo have any signtFicant effect on the financial statements. 3 Donatlons and legacles Unrestrictod Total Total 2023 2022 £000 £000 Donations and covenants re¢eNable B4uests 28 26 17 82 -29- HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMEKrs FOR THE YEAR ENDED 30 JUNE 2023 4 Income from Charltable actlvltle8 Unrestrlcted Total 2023 £000 Total 2022 £000 Provish)n of health(xr8 servi￿5 37,377 33,330 5 Other trnding a¢tlvltlos UnroStri¢tod Total 2023 Total 2022 £000 Other in(x)me Hire of farAlilies 792 47 839 535 Included within other income in £5(￿.052 (2022: £432.884) r￿81¥￿j in relation io the eTriag8 system. 6 Investm￿ts Unre8trtcted Total 2023 £000 Total 2022 £000 InteTrst receNable 220 7 Other Income Unrgstrloted Total 2023 £OOD Total 2022 £ooD Expense recharge5 to SMSKP2 Limited Share of surplus in joint venture 1.066 19 1,004 25 1.085 1,029 HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 8 Expondlture on Charltable actlvltlgs Unr8slrlctgd Rgstrfctgd 2023 2023 £000 Total 2023 £000 Total 2022 £000 Patlent seThlces Theatre arKI medrcal costs Wages, salaries arKI national Insuran(* Pension cost Deprwalion Sup￿￿ costs (note 9) 15,658 10,040 679 1,733 12,342 15,658 10.040 679 1,743 12,342 14.784 10,425 717 1,700 9.210 10 40,452 10 40,462 36,836 Of the total ¢harltable expendllure for the year io 30 June 2022 £10,485 is attTibUta￿e lo restricted funds and £36.825,668 to unrestricted fijnds. 9 Support costs Unrestri¢tod Total 2023 £000 Total 2022 £000 Catering, laundry and office (xists Legal arKI professional fees Building and equipment maintenance Staff costs Finance C4)sts Clinical governance Other direct costs 1,990 1.800 364 1,182 3,243 75 24 2,438 84 1,370 5,117 122 3,160 12,342 9,210 10 Auditorfs rgmungration 2023 £0 2022 £000 Audit fees Additional prior year fees 11 Taxatlon Horder Heath¢a￿ Is a ￿gIStered charty arKI as its in(x)me and gains falling within s￿l+On8 471 to 489 of the Corporation Tax Act 2010 or SectM)n 256 of Taxalj'on of chargea1￿e Gains Act 1992 are exempt frclm corporation tax to the extent tsitlw are apF4ied to its Charitab￿ objectiv&8. 31 HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 12 Staff costs and rgmungratlon of kgy managmwrt personnel Charlty and Group 2023 £000 2022 £000 Wages and salaries Sodal sec#Jrity costs Penslon costs 14,453 1,323 738 12,421 1,247 717 16,514 14,385 Employeos The number of hlgher paid employees. induding clinkons, remunerabon induding tsxable benefits in kind and redundancyltermination payments bul not employer pension contributions ￿r ￿nplOYer Nat￿￿81 Insurance contiibution costs Vd5: 2023 2022 No. In the baMI £60,001- £70,0(KJ In the baNI £70,001- £80.000 In the bar￿ £80,001- £￿.000 In the baThJ £90,001- £100.0 In the barKI £100.001- £110,000 In Ihe barKI £120.001- £130,000 In Ihe band £140.001- £150,C(10 In Ihe bar)d £150,1)01- £160.c(10 In the barKI £160,001- £170.CrfJO In Ihe band £170,001- £180.C(10 In the barKI £180,001- £190.IXIO In the bawl £230,001- £240,iX)O 11 Or R T￿er the Chief Exec#Jtive, a member of the sen￿ Executive team vra5 also a member of the Board of Directors and receivable remuneralh)n and benefi15 for his servi￿ in that off￿e, through an employment contract wilh the charty. was £185.597 {2022: £235,901 }, in ajdilion. peNS￿n contributions for the year were £21,424 {2022: £22.943). A Parker. a memb8r of the Board of Directijrs, t8mpor8rlly acl&J in an executive role as DI￿¢10r of Clinical serv￿ and received remuneration arKI benefit5 for her servKes in that office, through an employment contract wth the charity of £nil (2022: £13.736).' in a(Idibon, pensh)n contributions for the year were £nil12022.' £1.151}. The number of directors to vthom relirement benerrts are ￿(￿1r￿j is 2 {2022: 2}. The Charity conshlers Ils Boar(l of Drreclors and certain members of the Senior ExecutNe team as thelr key management personnel. The total eM[￿oy￿ent benefits including employer conlribulion of the key management personnel was £419,67712022.' £494.7111. Board tnember details can be found on page 1. No other members of the Board of DI￿lOrS recewed any em01um￿ts during either year. During the year 3 trustees (2022- 2) received relmiyjrsemenl of travel expenses totalling £78912022.. £7￿)). HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 12 Staff costs and r¢muneratlon of key management personnel {contlnued) The average numter of ern￿oYeeS durfng Ihe year w85 made up as follows: 2023 No. 2022 No. Clinical Clini¢￿1 supwi Non-clinical 196 181 143 428 409 13 Net expondltur¢ 2023 £000 2022 £000 This is stated after charging.. Deprec4ation Operating lease rent￿S 1,743 23 1,700 23 14 Tangibl¢ flxed assets- Group and Charity Freehold Land and Motor Bulldlngg Equipment Vehicl8s £O(H) £000 Cost At 1 July 2022 AdditK)nS 57.680 141 12.577 119 70,376 975 At 30June 2023 57,821 13,375 155 71,351 Depreclation At 1 July 2022 Charge for th8 year 8.897 9.916 98 16.911 1.743 At 30 June 2023 7,851 10.696 107 18,654 Net book value At 30 June 2023 49.970 2,679 52,697 At 30June 2022 50.783 2.661 21 53,465 Included wlthln freehdd land 8nd bu￿dIr&S15 £10.003.809 (2022: £1 D,003.809) of freehold land. HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 15 Flxed asset Investments Charlty The charity has the foll¢)wing unlisted invesbments: The charity holds more than 20% of the share capital of the following companies all of wh￿h have ￿en Inciwated in England & Wale5: Subsidiary undertaklng8: Company registratlon number Class % hdd diro¢tly % held Indlrodly Horder MSK Limlte(I Mclndoe Healthcare Serv￿$ Limited. SMSKP2 Llmited- Mclndoe BVI Limitecr Mclndoe Consultants Limited. Mclndoe cosmet￿ Limited" Mclndoe Eyes Limtted. Mclndoe Inlemalional Limit&J' Mclndoe TV Limited" Mclndoe Hospilal knrniied" Charlty Horder MSK Llmited is a holding company for the joint venture enterprise Yéilh SMSKP2 Limited. 11 was incorporale(l on 19 Auwst 2014. Horder MSK Limlted made a £nil profit In the year end 30 June 2023 {2022'. £nll). 09182301 09846138 Ordinary Ordinary 1C4) 11)0 09248713 05838281 06525232 06525182 09473797 05839223 06584599 08749830 Ordinary (hdinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 100 100 100 1C(I 1C 100 The total cost of the shares hdd In Horder MSK Limile(l is £2 (2022: £2). The aggregate capital and reserves of Horder MSK Limiled al 30 June 2023 was £212022: £21, the total assets were £4 and total liabilities were £2. hese tx)mpanies are domianl and are exempt from audit by vithe of s479 of the Companies Act 2006 and have not been ir￿lUded in Ihe ￿n$010￿ated accounts. An application to strfke these companies off the register at Companies House was m￿e on 26 S8plember 2023. Full details on SMSKP2 knmited can be fwnd on note 16. The registered office for all subsKliary undertalllr￿ 15 The Horder Cenlre. St Johns Road, Crowborough. East Suss8x, TN6 1XP. HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 16 Investments In joint vonturo The group iywned and rx)ntrolled 50% of the share ¢akXtal In SMSKP2 Llmi18d through a Jolnt Venture a￿eernenI. On 31 March 2022 this agreement end￿ aNJ, on thL8 date, SMSKP2 Llmlled became a 1000/0 equity owned enllty of the group. As of 1 April 2022. a new partneTship agreement was enter&J Into whlch set out the same rights and obllgalions as the previous joint venture awment. T￿refore, allhow SMSKP2 Limited is an 1000k equity owned entity of the group it continues to be ac(x)unted forwithin these finawial statements as a joint venture. using the equty method of a￿%)Unting for 50% of their surplus and 01 assets. Share of Joint vanturo a8sots and Ilabllltle8: 2023 £000 3,958 (3,8691 2022 £000 5,852 (5,7821 Share of current assets Liabilities due within one year Share of nel assets 89 70 Sharg of Jolnt venture Income and expgndtture: 2023 £000 19,398 {19,379) 2022 £000 19,718 (19,693) Share of lumover Share of expenses Share of surplus 19 25 The finan￿al year end for SMSKP2 Llmtted is 31 March 2023. Therefore. the Sha￿ of net assets and share in surplus for the year have been taken from the Compan￿$ management accounts for Ihe perh)d to 30 June 2023. These management ￿Unts wwe approved by the board of SMSKP2 Limited. The registered offi¢e of SMSKP2 Limited is The Horder Centre. St Johns Road, Crowborough. East SusseK TN6 1XP. 17 Stock- Group and Charity 2023 £000 2022 £000 Theatre, me(11￿1 and surgical consumables and drugs Prosthesis 581 236 433 218 817 651 HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 18 Debtors- Group and Charlty 2023 £000 2022 £000 Fee debtors Other debtors PrepayThenls and 8ccrued Inra)me 2,130 281 2,185 1,942 228 1.807 4,596 3,977 Induded in Fee debtors is £198,704 {2022: £632.3571 (w￿d by SMSKP2 Limiled. 19 Credltors: Amounts falllng due wthin one ygar- Group and Charity 2023 £000 2022 £000 Trad8 creditors SoGial security atMI other tsxes Other (reditors Accruals Deferred Inwme (note 20) 1,220 276 120 2,141 1.765 1,319 421 85 1,621 2,145 5.522 5,591 20 Dgforr¢d in¢ome- Group and Charity 2023 £000 2022 £000 Deferred income as al 1 July InGoTne received requiring defe￿ent Release of income during the year 2,145 1.765 (2.145) 2,107 2,145 12,1071 Deferred income as at 30 June 1.765 2,145 Deferred income rewesents inTh)me retxived from Ihe NHS. prNate medKal irwJran¢e companies, and seif-paying patients in advarrR for heahlmxre S￿¥1(￿. 21 Pension- Group and Charity The charity operates a defin&J conlribution scheme. The assets of the scheme are held separately from those of the charity in an independentlyadministered fvnd. The penslon cosl charge represen15 ¢onlrilyJtions payable by the Company to the fund and amounted to £737,995 (2022.. £717.085). The arnounl outstaThJing al the bala￿ SI￿et date was £114.037 (2022.. £85,032) and is shown wthin other creditors. HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 22 Related party trdnsactlons During the year the charity recha￿ SMSKP2 Limited. a wmpany which Horder MSK Llmlled has joint Contr￿ over. £1.066.147 {2022'. £1,(MJ4,307) for costs incurred on their ￿half. Income of £14,068,682 (2022: £13.384,983} was received through c¥)ntract actNty. At the balance sheet date £198,704 {2022'. £632.357) was ￿JtsI2ThJ1ng by SMSKP2 Limited and is included in f￿ debtors. During the year the charity purchased pharmacy supplies totalling £nS1 (2022: £17,548) from The Tunbridge Wells Post Gr&Juate Centre Tnjst 0fwh￿h trustee Mr D W Yates 18 also a truslee. 23 Funds Group Ggngral fund 2022 £000 2023 £000 Balance at 1 July Mov8menl in funds for the year Transfer from revaluation reserve 45.957 18771 442 47.348 11.8331 442 Balance at 30 June 45,522 45.957 General Fund- this relates lo unrestrMA8d and undesignated fijndsvthich are aVaIla￿efOr expending in line ￿th the charty's objects. The transfer made is in relalion lo excess dewe￿On beiro (*arged on th8 revaluated ￿ment of the freehold Property, exduding land. Charliy Gonoral fund 2022 £000 2023 £000 Balan￿ at 1 July Movement in funds for the year Transfer from revaluation reserve 45,887 (8g6} 442 47,303 (1,8581 442 Balanc6 at 30 June 45,433 45,887 General Fund- this relates to unrestitted and undeskJnaledfunds ￿lch are availablefor exwnding in line the charity's objects. -37- HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023 23 Funds (contlnued) Rw•aluatlon reserve Group and Chartty 2023 £000 2022 £000 Balancg al 1 Ju Transfer 15.8￿$ (442) 16,292 1442} Balance al 30 June 15.408 15.850 The revaluation reserve relates to the revduatNJn of freehold property. The transfer made is in ralatlon to excess deprecation beiro chargwj on the revauated element of the freehokl prop￿ty, exdLKllng land. Prior lo the charity's (x)nversion to FRS102 in June 2014, the accountiTVJ pollcy for freehold property was to include rt in the financial statements al its revalued amount. Since Ihal poinL the a¢xounllng policy has b88n revised lo indude the at de8med o)st, adopting the revalued amounts as the cost. Group and Charlty Rgstrictgd fund 2023 2022 £000 £000 36 {10) Balan￿ at 1 July Movement in funds for the year 1101 Balan(* al 30 June Restricted FurMJ- relates lo the purchase of medkal ￿UIpment and motor vehides. 24 Analpls of net assets between funds Group 2023 Tanglble & Net current InLingiblg fix¢d as8ets assets Total 2023 £000 £￿0 General fund Revaluation reserve Re$tri¢led fijnd 37,352 15,408 8,170 45,522 15,408 26 52.786 8,170 60,956 HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEMEKrs FOR THE YEAR ENDED 30 JUNE 2023 24 Analy81s of net assets bglw8en funds (contlnuod Group 2022 Tangible & ¢urr8nt Intanglble fixed asS0ts as9etg £000 Total 2022 £000 £000 General fund Revduation reserve Restricted fund 37.649 15.850 36 8.308 45,957 15.850 53,535 8.308 61,843 Charlty 2023 Tanglble & Nel ￿rr￿Trt Intanglble flxed assgts assets £000 Total 2023 £000 £000 General fijnd Revduation reserve Restricted fund 37.263 15,408 8.170 45,433 15,408 52.697 8.170 60,867 Charlty 2022 Tangible & Net current Intanglblo fixed assets assets £000 Total 2022 £000 £000 Generdl fund Revaluation reserve Restricted fund 37,579 15.850 8,308 45.887 15,850 36 53,465 8.308 61,773 HORDER HEALTHCARE NOTES TO THE FINANCIAL STATEmE￿rs FOR THE YEAR ENDED 30 JUNE 2023 25 Commltments under op•ratlng leases- Group and Charfty The charity lease8 assets under n(Yma] Commercial ternis. At the reporbng end dale Ihe charity haj outstanding commitments for future minlmum lease payments urKler nonancellatAe operating ￿ase8. fall due as fdlows: 2023 2022 £000 Less than one year B&￿een 2 and 5 years 52 28 20 12 32 26 Caplial commitmonts- Group and Chaiyty 2023 2022 £000 Contracted for and not provided in Ihe balarKX sheet 1.702 Capital commitmenis at 30 June 2022 indude investment in ff sys18ms. property maintenance and medi¢21 equipment. 27 Net cash flow from operatlons- Group 21r23 £000 2022 £i)00 Deftit for the year Share of joirrt venture 8urtAus Depreciation Investment Income {Increaseydecrease In stocks {Increaseydecrease in debtors Decrease in crediloTS {88n 1191 1,743 (2201 (166} {￿0> (68) {1.8431 {25) 1,700 1.425 (275) Net cash (￿￿￿oW}rinfflOW from owating &bvi {237) 1,040 28 Reconclllation of ¢hange8 Irb not cash- Group 1 July 2022 Cash flows £000 30 June 2023 £000 Cash and cash equivalerrt5 9,271 (992) 8.279 Total nel cash 9,271 (992) 8.279