NUFFIELD HEALTH APPOINTMENT OF GOVERNORS APPOINTMENT BRIEF AUGUST 2018 - Saxton Bampfylde

NUFFIELD HEALTH
APPOINTMENT OF GOVERNORS

APPOINTMENT BRIEF
AUGUST 2018

A Welcome from the Chairman, Russell Hardy
I am delighted that you have expressed an
interest in the Board of Governors within Nuffield
Health. Governors are both directors of the
company and the trustees of the not-for-profit
organisation.

At Nuffield Health, we are true to our purpose:

To advance, promote and maintain health and
healthcare of all descriptions and to prevent, relieve
and cure sickness and ill health of any kind, all for
the public benefit.

We aim to provide the best services for people, going further than our hospitals, our
fitness and wellbeing centres, clinics and gyms. We reach out beyond our patients,
clients and members, into the wider community to improve the health of the nation
and to enhance the population’s long-term quality of life. The Board of Governors
plays a key role in supporting our success by advising on questions and challenges
relevant to our future, and to the future of healthcare.

The right mix of skills on the Board of Governors is crucial to realising our goals. We
want all Governors to act as critical friends, and help to guide a clear and sustainable
strategic direction for us in the coming years. If you have a commitment to being a
part of Nuffield Health’s development, and can identify with our objectives, then I hope
you will make your interest known to our advisors.

Russell Hardy
Chairman, Nuffield Health

Nuffield Health- An Introduction
Nuffield Health is one of the UK’s leading not-for-profit healthcare organisations, looking after
people for more than 60 years. Today, we run a network of hospitals, medical clinics, fitness
and wellbeing clubs and diagnostic units across the UK. We also support businesses in looking
after their employees by operating their fitness and wellbeing facilities services. Through our
experts, we link up our sites and services to offer connected healthcare provision. This
includes nutritional therapy, emotional wellbeing, occupational health, comprehensive health
assessments, personal training and hospital treatments. We also offer access to the largest
network of physiotherapists outside of the NHS.

As a trading charity, we do not have investors or shareholders to answer to – our customers
and patients come first. We invest all of our income back into running and developing our
health and wellbeing sites and services, and into pioneering new models of care and delivery,
so that more people can enjoy the benefits. We care about quality too: to date, 94% of our
hospitals have been rated “Good” or “Outstanding” by independent regulators.

At Nuffield Health, our values are who we are, not just something we talk about. They’re
something we believe in. They’re the inspiration and the power behind the way we think, the
way we behave, and the way we care. We are:

Connected, working together as pioneers of unique, personalised healthcare.
Aspirational, inspiring individual and collective health and wellbeing.
Responsive, listening and communicating in an open, straightforward way.
Ethical, balancing customer and patient need with quality outcomes and sustainable results.

Our values are at the heart of a workplace where people can flourish, feeling energised,
involved and inspired. Where we all have a part to play in making a lasting difference to the
nation’s health. A place where, no matter what our role, we focus on pioneering better ways of
working to create personalised healthcare experiences. And where everyone shares a passion
for doing the right thing, for our patients, our customers and each other.

By living our values, every single one of us is empowered to be the best that we can be. It is
crucial that our Governors believe and demonstrate these values too.

Since 1957, Nuffield Health has been setting the standard in the health sector. We have a
unique approach to improving health in the UK, putting the quality of care and satisfaction of
individuals and companies at our heart and, in the process, improving the health of millions of
people. Our aim is to:

      work with customers to stay well and reach the level of day-to-day health and wellbeing
       that they seek;
      provide timely and expert treatment when things go wrong or when customers
       experience health problems; and
      help customers to regain the level of health and wellbeing that they seek after receiving
       treatment.

People’s attitudes to their health are changing, and Nuffield Health is changing with them. At
Nuffield Health it is recognised that people increasingly want to take control of their health,
with expert support and advice along the way. Our connected health and wellbeing model
combines our hospitals, medical centres, fitness and wellbeing centres, diagnostic units and a
wide range of treatments into one complete health and wellbeing service. We aim to ensure
that people enjoy life to the full through a connected health and well-being model that keeps

them healthy and active throughout their lives. We identify when they need treatment, we
help them get better and then get them fit and healthy again.

Nuffield Health offers much more than gyms and hospitals. Nuffield Health looks after your
health and wellbeing in ways that go beyond getting you fit and getting you back on your feet,
that's what makes us specialists in you.

Beauty
We have 22 Beauty Suites in the UK, all conveniently located within a Nuffield Health Fitness &
Wellbeing Gym. We offer a range of beauty treatments using skilled beauticians and premium
brands.

GP Service
With a busy lifestyle and long waiting lists, it's sometimes difficult to find the time to see your
local doctor. Nuffield Health's Private GP service has minimal waiting times, offering a
convenient service at a time that suits you.

Gyms
Our gyms offer more than treadmills and pools, with swimming lessons, classes, Health MOTs,
Health Assessments and more.

Health Assessments
Our Health Assessments offer a comprehensive view of your health covering key health
concerns such as diabetes, heart health, cancer risk and emotional wellbeing.

Hospitals
Our state of the art hospitals offer a variety of tests and scans, consultations and treatments.

Medical Centres
Our stand-alone medical centres offer a range of private services at times to suit you.

Nurseries
Ofsted registered day nurseries providing a safe, educational and fun environment for children
aged between 3 months and 5 years.

Nutritional Therapy
Nutritional therapists assess and identify nutritional imbalances to understand how these could
contribute to your symptoms and health problems.

Pathology Direct
Whether you have a referral or not, Pathology Direct can provide the blood tests you need to
help diagnose your health concerns. Why worry when you don't have to wait?

Physiotherapy

Our Physiotherapists work with you to help heal and prevent those injuries that stop you from
leading an active life.

Recovery Plus
Recovery Plus is Nuffield Health's flagship recovery programme available free of charge to our
private patients at Nuffield Health hospitals.

These services are provided through a nationwide, connected network of 31 hospitals, 212
corporate fitness and wellbeing centres, 5 medical centres and 1 diagnostic suite, 111 fitness
and wellbeing clubs, 29 medical clinics (from within our fitness and wellbeing gyms) with
support from over 16,000 employees and across our digital channels.

We are very proud of what has been achieved through our service, to highlight a few:

Strategic developments
Looking at the future, the UK healthcare sector faces huge upheaval in meeting the needs of a
rapidly ageing population. The NHS has significant financial difficulties that will take years to
address. Consumers are increasingly keen to take control of their own health and wellbeing,
and are prepared to pay to do so. Nuffield Health is positively positioned to ensure that we
have a major role to play in the future of the nation’s health and wellbeing.

In 2016, a major restructure of the organisation took place to more fully integrate the
healthcare and well-being services, and to build a common culture and value system across all
of the organisation’s activities. The restructure is now complete, and the cultural work
continues to deliver benefits. Both are supported by a new digital strategy to better support
customers in a connected manner.

Performance
Nuffield Health delivered turnover of £909 million in 2017. EBITDA at £94.2 million was an
increase of 5.8% from the previous year. This represents a continuing trend of growth in what
has been a challenging market. Important investments have been made in new facilities and
equipment that add to the value offered to customers and deepen capacity to advance,
promote and maintain health for the public benefit and secure a continuing strong position in
the UK health and wellbeing sector.

More information on the financial position of the organisation from the 2017 annual report is
available on the Nuffield Health website (see link on following page).

Looking ahead
The Executive leadership team and Board of Governors are confident in its core purpose: to
advance, promote and maintain health and healthcare of all descriptions and to prevent,
relieve and cure sickness and ill health of any kind, all for the public benefit. They believe that
helping people to maintain fitness and good health is just as important as the treatment of
illness when it occurs.

Nuffield Health’s competitive advantage lies in its connected care model: delivering wellbeing
by helping people to get and stay fit and healthy; providing treatment to help them get better;
and after treatment, helping them to get fit and healthy again. Nuffield Health continues to
grow across all activities over recent years, and it remains positioned to continue this growth
pattern as it brings its services into a marketplace of increasing opportunity.

Now is an exciting time to join the Board of Governors at Nuffield Health. We are looking for
high calibre individuals with the vision, passion and experience to join us, to share our
motivation and to continue to drive us forward into what will be a challenging but exciting
future. We look to our Governors to help shape overall strategy, ensure the quality and
compliance of our governance and trading activities, and to provide invaluable independent
guidance and judgment. To make the level of contribution and impact required, we are looking
for individuals whose substantial senior-level accomplishments include significant input as
non-executive directors possessing the outstanding instincts to see beyond the complexity of
our operations and help to realise the essential vision of this revolutionary multi-site people
business.

For more information, please access the Nuffield Health website via the link below:
https://www.nuffieldhealth.com

https://www.nuffieldhealth. com/about-us/reports/annual-2015

GOVERNANCE
Board of Governors

Nuffield Health is a registered charity incorporated under the Companies Acts 1948-2006,
being a company limited by guarantee without share capital. The Charity is overseen by the
Board of Governors, who are both Directors of the Company and the Trustees of the Charity.
The Board is responsible for setting strategy, ensuring that there are the necessary financial,
human and physical assets to meet those strategic aims, monitoring the performance of
Nuffield Health, overseeing risk management, and agreeing the organisation's values.

Each year, the Governors review the Charity’s objectives, its activities and the degree to which
the services it provides are made accessible to the public. This review examines the Charity’s
achievements and the outcomes of its activities in the previous 12 months, together with the
benefits delivered to users of the Charity’s services. Crucially, the Governors’ review also
ensures that the Charity remains focused on providing public benefit.

The Governors delegate day-to-day executive authority to the Chief Executive and the
Executive Leadership Team.

The Board of Governors meets monthly to oversee the business; these meetings are in
addition to the Annual General Meeting. Governors also serve on Board Sub-Committees and
are encouraged to interact with staff through visits to Nuffield Health facilities around the
country.

Board Committees

     Executive Remuneration and Succession Committee
      The Executive Remuneration and Succession Committee is responsible for ensuring that
      the Chief Executive Officer and the senior executives are remunerated appropriately.
      The Committee periodically considers and makes recommendations to the Board of
      Governors on succession planning proposals in respect of the Chief Executive Officer
      and the senior executives.

     Nominations Committee
      The names of prospective Governors are referred to the Nominations Committee. This
      committee also considers recommendations for appointment to membership of
      the Charity. No person may be appointed as a Governor unless he or she is a member.

     Board Audit & Risk Committee
      The Board Audit & Risk Committee meets four times each year. Representatives of the
      external and internal auditors attend, as do the Chief Executive Officer, Chief Financial
      Officer and General Counsel & Company Secretary. Its main duties are to assist the
      Board by providing independent and authoritative advice on the accuracy of financial
      reporting and the effectiveness of financial controls and systems, as well as the
      assessment of financial and commercial risk. The Committee oversees the effectiveness
      of the Group’s risk management systems in co-operation with the BQSC. The
      Committee also recommends the appointment of the external and internal auditors.

     Board Quality & Safety Committee
      The Board Quality & Safety Committee meets at least four times each year. The
      committee is responsible for monitoring the effective operation of clinical governance
      throughout the organisation and considers clinical risk and health and safety matters.
      The Chief Executive Officer, Chief Operating Officer, Medical Director, Clinical Director &
      Chief Nurse, Chief People Officer and Quality Care Partner Governance and Strategy
      attend the Committee’s meetings. Each year, the Committee publishes an annual
      Quality Report which includes the outcomes of the various elements of the safety and
      quality programmes in place across all services provided by Nuffield Health.

     Finance and Investment Committee
      The Finance and Investment Committee meets at least four times each year. The
      committee is responsible for reviewing significant financial investments or proposals on
      behalf of the Board of Governors. The Chief Executive Officer and Chief Financial
      Officer attend the Committee’s meetings.

THE ROLE
We are keen to consider individuals who bring one or more of these experiences:

      Leadership in multi-site consumer facing organisations, ideally in the commercial sector
      Familiarity with the health and/or care sectors
      Charity board experience, either as an executive or non-executive
      Experience of leadership as a CEO
      Ideally be a non-executive already with an understanding how to contribute in that
       capacity from experience
      Board level experience as an executive

The successful candidates will share the organisation’s vision, values and ethos, and bring
enthusiasm for the journey of growth and change that is central to the strategy that Nuffield
Health has embraced. The role demands an understanding of complex organisations and will
attract individuals with natural presence and gravitas, who are motivated and energised by the
organisation, the team, and who can add real value to their collective ambition.

There is an expectation that the new Governors will serve on one or more Board
commmittees.

Person Specification

Skills and characteristics

      Ability to work in a team as an energetic and effective member of a Board and its
       committee

      Willing and able to constructively challenge where appropriate to ensure the highest
       standards of corporate governance and commercial operation

      Ability to think strategically and see the ‘big picture’

      Confident and effective communication and engagement skills

      Willing to commit the time to understanding the complexities of Nuffield Health and the
       market place in which it operates

Personal Qualities and Knowledge

      Identification and commitment to the values of Nuffield Health

      Integrity, impartiality, probity, openness, accountability, independence of mind and
       sound judgement

      An empathy and understanding of entrepreneurial behaviour in the trading charity
       sector

      Energy and commitment to driving the success of the business

      Confidence to constructively contribute to the Board and to enter into dialogue and
       discussion at Board meetings

Terms of Appointment

The remuneration for the Governor role is £28,000 per annum, with additional allowances for
committee membership. The appointment is for a 3 year term; any Governor can be
reappointed every three years up to a maximum of 9 years.

Ideally there will be three appointments made, with two new Governors joining the Board in
the Autumn, and the other joining early in 2019.

 HOW TO APPLY
 Saxton Bampfylde Ltd is acting as an employment agency advisor to Nuffield Health on this
 appointment.

 Candidates should apply for this role through our website at
 www.saxbam.com/appointments using code YAYJC.

 Click on the ‘apply’ button and follow the instructions to upload a CV and cover letter, and
 complete the application and equal opportunities monitoring* form.

 The closing date for applications is noon on Thursday 30 August, 2018.

 * The equal opportunities monitoring online form will not be shared with anyone involved in
 assessing your application. Please complete as part of the application process.

Next steps:
After the closing date, candidates will be invited forward for interview with Saxton Bampfylde
during September. Shortlisting will take place the last week of the month, and final formal
interviews with the Chair and members of the Nominations Committee of the Board will be
held in mid-October.