DEAR SHAREHOLDER,

I am pleased to report that for the year ended 30 September 2016, UDG Healthcare is fully compliant with the requirements of the 2014 UK Corporate Governance Code. Specific details on Board effectiveness, independence and meetings are outlined in the remainder of this report.

Last year we reported that our governance focus was to ensure we take measured risks in growing the Company, charting a sound strategic course and ensuring we have the resources to do this in an environment where reward is appropriately balanced, and proper controls and ethical practices are in place. This continues to be our modus operandi and we are confident that we will be able to deliver on our strategic ambitions within this framework.

As a collaborative Board, we try to ensure our time is spent productively, engaging with the challenges and opportunities of the business, with clear lines of responsibility and accountability. For this reason, we reassessed the terms of reference of each of the Committees and realigned their responsibilities to ensure important aspects of governance continue to be addressed, without undue reliance on any one Committee while ensuring the Board devotes the bulk of its time to operational and strategic oversight.

During 2016, the Company conducted another satisfactory external Board evaluation and further details on the process undertaken and recommendations made are on page 61. The outcomes of this evaluation were comprehensive, constructive and very positive. We will continue to make improvements and act on the recommendations made.

Our Board is currently comprised of 10 members, the Chairman, three executive directors and six non-executive directors, three of whom are women. We comprise three Irish residents, four UK residents, two US residents and one Dutch resident, have eight members with healthcare industry experience and two with other diverse industry experience. Overall, we believe we have good divesity and will continue to add similar calibre talent as we evolve. With that in mind, we have a current search ongoing as mentioned in my Chairman’s Statement.

Lastly, it has been another exceptionally busy year for the Board with the CEO transition, appointment of new auditors, two transactions completed and a number of others reviewed. We have also committed to some significant capital expenditure projects to future-proof the organisation for growth.

As always, we continue to engage regularly with our shareholders to ensure we keep abreast of their considerations and concerns and will continue to do so in the coming year.

Peter Gray
Chairman