Director’s Considerations under S172 for the financial year ending 30 June 2020
The directors of Genesis Cancer Care UK Limited consider, both individually and together as a Board, that they have acted in the way that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. This statement sets out how the Board has had regard to the matters set out in s172(1) Companies Act 2006 when performing its duties under s172 Companies Act 2006 (“s172”) for the year ended 30 June 2020.
In order to ensure that the Board takes account of the long term consequences when making decisions, the Board aligns these against its three year strategy which focuses on how the business will endeavour to:
(i) treat more patients and contribute the wider Group’s Service of the Future offering which seeks to drive quality and efficiencies for better outcomes for patients;
(ii) continue to improve its focus on patient safety and quality of treatment and delivery;
(iii) introduce new sites and services for patients; and
(iv) drive innovation to create additional means of accessibility and efficiency for patients.
The Board delegates authority for day-to-day management of the Company to executives who are proactively involved in setting, approving and overseeing execution of the business strategy and related policies. Progress is reviewed regularly at the executive meetings with clear communication and review of management information and KPIs and this information will be shared at regular intervals with all directors prior to any final decisions or sign off being granted.
One of the Company’s key values is around ‘partnership inside and out’ and this is reflective of the Company’s key stakeholders being:
(I) our patients;
(II) our employees;
(III) our doctor network;
(IV) our regulators;
(V) our global suppliers;
(VI) our network of private medical insurers and other local NHS partnerships; and
(VII) The University of Oxford.
The views of and the impact of the Company’s activities on those stakeholders are an important consideration for the directors when making relevant decisions and consideration will be given to any issues raised at both an operational level and where necessary then raised with the members of the Board to allow it to consider the applicable elements of s172.
In respect of our patients, the Board’s decisions are influenced by the fact that care should be focused on the individual, not the condition, and therefore, it is extremely important for the business to take the time to seek patient feedback and take pride in our patient satisfaction ratings and take further action where it is deemed necessary.
The Board is responsible for approving purposefully designed or remodelled state of the art centres to deliver care experiences which allow patients to get the best possible life outcomes. Therefore, this year in pursuance of the Company’s strategic objectives, three M&A acquisitions were approved, namely:
- the purchase of the entire issued share capital of Birmingham Prostate Clinic Ltd; and
- the purchase of the business and certain assets at the Bupa Cromwell hospital from Medical Services International Ltd
- the purchase of the business and certain assets at sites located in Bristol and Chelmsford from Spire Healthcare.
Each of these transactions serve to extend the existing network of centres to offer greater access to radiotherapy and other treatments for patients diagnosed with cancer as well as expanding our doctor network who will provide support for our patients’ needs. When approving these transactions, the Head of Legal of the UK business attended those board meetings and took the directors through each of the elements of section 172 noting that the impact on its employees, business relationships, reputation and the impact on the wider community as well as the longer term impact of the acquisitions had all been duly noted and considered by the Board during the course of the transactions taking place.
In addition to this, the Board approved the entry into the following two new material joint ventures:
(a) a framework collaboration agreement with The University of Oxford to pursuant to which we will work with the University with the shared objective of improving cancer care services and research by jointly funding the purchase and installation of the ViewRay MRIdian at Oxford as well as facilitating further academic research and clinical trials; and
(b) a partnership with the Royal Surrey County Hospital NHS Foundation Trust to develop an exclusive long term partnership to provide radiotherapy services for private patients.
Each of these partnership arrangements offer different opportunities to the business and encourage other such institutions to see how it possible to work together to deliver excellent patient care and again, during the board meeting at which the documents were approved, the Board were taken through the limbs of s172 and reminded of their duties under the Companies Act 2006 generally by the Head of Legal.
The Board prioritises its decisions around the integration of new sites and services as well as the ongoing improvement to services offered across its network of 14 centres. This year, the Board has invested in the development of its Theranostics services by opening its first radiopharmacy based at its Windsor site which combines PET/CT imaging and radiopharmaceuticals to diagnose and treat metastatic disease.
The introduction and location of such new outpatient services require consideration of purpose-built facilities including: the availability of the latest generation technology which in this case required PET/CT scanners, the space to create an on-site compliant radiopharmacy and the ability to attract and employ relevant staff which for this service included nuclear medicine experts, including nuclear medicine physicians, physicists, imaging professionals and a dedicated radionuclide therapy nurse to deliver such treatments.
In planning for the introduction of new services or when monitoring the performance of services across each of the 14 centres, the Board relies on a small and selective network of suppliers for its equipment with whom we invest heavily as a group to ensure that we are using the most advanced technology and this is supported by a rapid in-house engineering capability who are specifically trained by those manufacturers who we work alongside. Accordingly, the views and opinions of the Company’s key stakeholders were taken into account by the Board ahead of the service being introduced to ensure that each of these new additions would realistically promote the success of the Company and also benefit the patients, wider community and staff who will be affected by them.
Therefore, a further key investment approved by the Board this year was the purchase and installation of the ViewRay MRIdian which went live in November 2019. This machine routinely delivers fully adaptive MRI-guided stereotactic radiotherapy which can be used to treat prostate cancer and other challenging tumour sites in the chest and abdomen. The Board’s decision to introduce this service in Oxford followed consultation with our partner The University of Oxford, our doctor network and in particular, our urology group to fully understand the technical advantages of the machine which include improved soft tissue definition, automated beam gating, and adaptive replanning. In addition to these technological benefits, for our patients, treatment received using this machine means that they are able to receive treatment in far fewer visits.
Consultations with our doctor network take the form of regular direct meetings and calls by members of the Board and the executive, attendance at events hosted by the Company, opinions gathered through participation in clinical reference groups, monthly general manager updates held with doctor groups and communications through the Group’s website. The Board recognises that its relationships with its consultants across the different specialities are fundamental to maintaining its reputation for high standards of patient care and business conduct and therefore, their input is vital to the discharge of the Board’s duties under s172.
Members of the Board have been working closely with its regulator the Care Quality Commission (CQC) (as well as the doctor network) to bring together approaches resulting in a well-led framework with specific focus on strong integrated governance and leadership across quality, finance and operations, in line with the changing operating environment which is ongoing as the business develops and grows. There has been specific concentration on compliance with the Ionising Radiation (Medical Exposure) Regulations 2017 which are also enforced by the CQC and members of the Board have been part of the ‘Project Cornerstone’ taskforce involving a number of the executives who sit on the executive leadership team as well as craft group heads and members of the global executive team to deliver changes and improvements around compliance and quality assurance and patient safety across all centres in the UK. The Board has proactively supported the initiatives and resource requirements to deliver the additional work required to support the quality function of the business, including but not limited to the recruitment of a new full time head of quality together with an information governance lead.
In order to deliver high quality patient care, the Board recognises that it must attract, develop, incentivise and retain a strong and able workforce in order to most effectively achieve its strategy and vision. Staff engagement is a high priority and there are monthly all-staff meetings hosted by the General Manager as well as monthly craft group committee meetings and operational huddles and weekly centre meetings. This year the Board has undertaken a review of all staff benefits in its efforts to incentivise its workforce (particularly in light of the commitment shown during the early stages of the Covid 19 lockdown). The Board has taken steps to improve the structure and contribution rates of the pension scheme as well as offering additional lifestyle benefits. In order to monitor staff engagement, there are also regular employee surveys to understand what is important for different groups of staff and to understand how the Company is performing in terms of business leadership, overall engagement and the satisfaction our employees take from their work. Feedback from such surveys is considered specifically by the Board and the executive team who will act upon changes required or highly recommended.
A further key to the success of the business which is recognised by the Board are the relationships with private medical insurers and local NHS partnerships. Members of the Board invest in the relationships with our insurers so that our patients receive additional services and support above and beyond those offered under the terms of their private healthcare policy. This year the Board have approved the development of five additional exercise clinics so that 6 of our 14 centres can now offer exercise therapy for patients. If required, we arrange and fund for patients to have private transport to our facilities in London when receiving treatment and we also work closely with national charity Penny Brohn who support patients and their families affected by cancer. The Board believes that the provision of these complementary services may be a cost to the Company but ensures that patients feel supported where possible throughout their treatment journey.
The Board and the executive team are fully committed to behave responsibly towards each of its stakeholders and act in such way so as to treat each them fairly and respectfully, in order that they continue to work collaboratively with the Company and its members towards the successful delivery of our strategy which ultimately aims to help more patients affected by cancer.