200 Aldersgate, Aldersgate Street, London EC1A 4HD. Daniel Saxton, Papworth Hospital NHS Foundation Trust. Lisa Goldstone, FTI Consulting

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1 Meeting Minutes Meeting Type: Annual General Meeting Meeting Date: 29 March 2018; 15:30 17:30 Meeting Location: Present: 200 Aldersgate, Aldersgate Street, London EC1A 4HD Daniel Saxton, Papworth Hospital NHS Foundation Trust Lisa Goldstone, FTI Consulting Steve Buckley (SB), OCS Group Ltd Robin Wiggs, (RW), Liverpool Hearth & Chest Hospital NHS FT Paul Jobson (PJ), UKIHMA David Bebb (DB), UKIHMA Deborah Kobewka (DK), Healthcare UK Trevor Gee (TG), Hilton Wallace Chris Campbell, The Buckinghamshire Group Ltd. Robert Etchell (RE), Llewelyn Davies Jackie Brinicombe, Moorfields Eye Hospitals NHS FT Maria Dimmock, Moorfields Eye Hospitals NHS FT Kang-Ting Lee, Serco Kate Orviss, PM Angela Elliott, MCC Group Anthony Greenwood, Gleeds Howard Lyons, Sinophi Karen Thomas (KT), UKIHMA Guests: Wahida Abdul Rahman, MIDA Teagu Vannu, MIDA Josie Drummond, Doctify Brian Hyland, Sannam S4 James Pool, Central & NW London NHS FT Naveen Keerthi, doctors.org Holly Robinson, Satin Communications Group Barry Francis, HCUK

2 Apologies: Ken Grant (KG), Mott MacDonald Ralph Dando (RD), International Hospitals Group Les Stove, East Lancashire Hospitals Trust Richard Cantlay, Mott MacDonald Peter Killwick, Verita Consultants LLP Neil Wilson, York Teaching Hospital NHS Foundation Trust Rachel Dominey, Wessex Academic Health Science Network Kevin Brooks, Wessex Academic Health Science Network Vijay Magon, C-Cube Solutions Matthew Shires, Eurofinsa Richard Bryant, eintegrity Kate Bradley, MJ Medical Ltd. Allison Joynson, Northumbria Healthcare NHS FT John Griffin, Vamed James Clarke, Fox Lewis LLP 1 MD s Report 1.1 DS declared the AGM open at 16:00. He promptly invited PJ to deliver the MD s report. PJ provided a brief review of the progress made over the last few months following the investment in additional management resources. He highlighted: Increased volume of opportunities which are being more proactively sourced. Increased recognition and visibility both locally and internationally across embassies, institutions and potential clients. UKIHMA taking lead on representation and progression of opportunities. 1.2 PJ advised that he would be presenting the Strategic Plan to the ExCom at the next meeting and provided an insight into same. He suggested that UKIHMA s Strategic direction would be: To be the single point of call for international organisations seeking foreign healthcare expertise. To be the preferred body representing & supporting UK organisations seeking to find & deliver healthcare work internationally. He further identified his vision for UKIHMA s portfolio development which would include: Projects Member services Events Private Patient Concierge Conferences Trade Missions Fundraising etc. UKIHMA_AGM 29th March 2018 Page 2 of 5

3 1.3 Opportunities - PJ then provided an overview of some of the projects that he is progressing: Meeting with SAGIA in March at which eight members were present PJ to prepare Country briefing for dispatch to members. South Dubai redevelopment opportunity UKIHMA working in partnership with a local provider. PJ has prepared a proposal which was submitted last week. Upon acceptance of same, he would involve members as required. PJ met with the existing Private Patients Group to explore how UKIHMA could support through the delivery of a Private Patients Concierge service. 1.4 Potential Partnerships PJ then advised the members that he met with various organisations/institutions to discuss possible collaboration or partnership that would contribute to the expansion of activities in which UKIHMA may be involved. These include: Conference & Event Providers Membership Organisations Partnerships & Synergies Knowledge Database/Online Providers 1.5 PJ then confirmed that actions were being taken to address the areas identified in the feedback received from members at the last Members Forum: Target Networking Opportunities More Support, Detail & Feedback on Tender Processes Channel Opportunities to Members more accurately Rules for Operating in different Countries Training & Development for Working Internationally He however advised that reimbursement for hosting/supporting UKIHMA would not be possible. 1.6 Amendments to the Articles of Association for approval: Removal of Geographic restriction from item to provide quality Relevant Healthcare Services outside the United Kingdom approved by the members. Increase limit on Number of Directors on the Executive Committee, item 18.2 The maximum number of Directors shall be eight amended to eleven. Approval of this increase would necessitate two further amendments: item a maximum of four additional Directors being representatives of Full Members. amended to six item to be included as follows: the Managing Director where in post. All three of these amendments were approved by members. 1.7 Finance Update PJ invited DB to provide an update to the members. DB advised the members of the Financial Reporting obligations: The Articles of Association requires the preparation, inspection and review by members of our financial affairs each year. This is to include a Directors report and a set of financial accounts. Noting this review is not an audit. Pinnick Lewis were appointed to conduct this independent work in accordance with relevant accounting and regulatory standards for period to December UKIHMA_AGM 29th March 2018 Page 3 of 5

4 Scope of their work included: i. Review of company accounting system ii. Bank reconciliation iii. Verification of costs, income and income received in advance iv. Post balance sheet receipts review v. Verification of creditors and confirmation of payment after balance sheet date. vi. Vouched a sample of expenditure items confirming they are valid and appropriately classified vii. Review tax exemption for UKIHMA Work has now been completed for the AGM Key highlights of the Financial Results were shared: Turnover for the year 186,325k (recurrent income 118,628) Costs for year were 117,282 including: i. managing director - 5,175 ii. business development - 55,930, iii. exhibitions - 12,595, iv. website development - 9,561, v. Marketing and advertising - 7,574, vi. accounting and finance charges - 14,252 vii. sundry costs - 12,195 viii. ix. Surplus for the year - 69,043; retained to support 2018 activities Cash reserves - 158,661 with 57,708 of current liabilities (trade creditors 23,763 and VAT 33,945) membership fees receivables - 95,490 Taxation treatment has been reviewed and application to the revenue for exemption made. No provision for taxation made. DB informed the meeting that there were some issues raised following the inspection. These were documented in a note to the Board and included: 2018 income received in advance queried Agreed as an adjustment. Note regarding consultancy fees - Feedback that UKIHMA does not have employed staff with services being delivered through contract staff. Note regarding accountancy charges being higher than benchmark Feedback that these charges include company secretariat services as well as regular monthly attendance at the executive committee. Noted costs for the year after non-recurrent income did not provide any contingency and that future financial plans should consider this Agreed and financial projections are now being prepared to provide required level of financial assurance. Overall financial performance reported previously to members 71,769, amended financial statements 69,043. The accounts were deemed approved subject to any queries submitted by members being clarified, following the publication of the draft statements and Directors report on the UKIHMA website. Members are advised that they are required to submit queries or comments to David Bebb at accounts@ukihma.co.uk no later than 10 working days from publication. UKIHMA_AGM 29th March 2018 Page 4 of 5

5 Subsequently the accounts would be finalised and submitted the Companies House. The CT 600 corporation tax return would also be submitted. 2 Election of Directors 2.1 There were two NHS and three private sector vacancies to be filled on the Executive Committee. Nominations were requested and received bios were dispatched to members for consideration prior to the meeting. Members who could not attend the meeting were invited to vote to fill the identified vacancies from the following Nominees: NHS Nominees i. Jackie Brinicombe Moorfields Eye Hospital NHS FT ii. Maria Dimmock Moorfields Eye Hospital NHS FT Private Sector Nominees i. Richard Cantlay Mott MacDonald ii. Angela Elliott MCC Group iii. Robert Etchell Llewelyn Davies iv. Trevor Gee Hilton Wallace Ltd. v. Paul Morton OCS Group Each nominee was invited to deliver a two-minute pitch. The members agreed that the two NHS nominees would be automatically elected into the two vacant posts. It was however acknowledged that the Executive Committee would address the functioning of two directors from the same organization. Members voted for to fill the three Private Sector vacancies. The directors elected were as follows - 23 members voted (via ed ballots and at the meeting): Richard Cantlay Robert Etchell Paul Morton UKIHMA_AGM 29th March 2018 Page 5 of 5