Caretech Holdings PLC (CTH) 2016年年度報告「AIM」.pdf

《Caretech Holdings PLC (CTH) 2016年年度報告「AIM」.pdf》由會員分享，可在線閱讀，更多相關《Caretech Holdings PLC (CTH) 2016年年度報告「AIM」.pdf（80頁珍藏版）》請在三個皮匠報告上搜索。

1、Annual Report and Accounts 2016(i)Underlying EBITDA is operating profit stated before depreciation,share-based payments charge and non-underlying items.(ii)Underlying profit before tax and underlying diluted earnings per share are stated before non-underlying items.(iii)Net debt was defined by the G

2、roups banking facilities and comprises cash and cash equivalents net of all Loans and Borrowings due to the Groups bankers.(iv)EBITDA is operating profit stated before depreciation,share-based payments charge and amortisation of intangible assets.(v)Overall capacity has increased by 203 reflecting t

3、he net of 74 additional beds in reconfigured services and new services,41 beds from the acquisition of ROC North West,102 beds from the acquisition of Oakleaf Care(Hartwell)less 20 beds withdrawn for reconfiguration,two places more in small supported living packages and four more added in other serv

4、ices.Our PurposeDelivering innovative social care on behalf of local authority and health service commissioners throughout the UK,CareTech has a long established reputation as a provider of high quality and safe services.CareTech offers a comprehensive outsourcing service to commissioners with the e

5、xperience and commitment to provide exactly what is required.Focusing on the high acuity social care population we support children and adults through solutions that are both individual and tailor made to each of our service users.Our core services provide for people with learning disabilities,indiv

6、iduals who have or are recovering from mental illness,people with autistic spectrum disorder,people who have one or more physical impairments and provide care and rehabilitation for men with acquired brain injury(“ABI”).We deliver support through residential services and a wide choice of creative ho

7、me-based options.Our Children Services cover assessment,residential care,education and fostering options,including specialist provision for very complex young people.We carefully and professionally support any child irrespective of their reasons for being in public care.We can provide the right solu

8、tion for complex and difficult situations through our nationally recognised expertise in provision for children and young people who present with sexually offending behaviours or who have emotional and behavioural disorders.Our comprehensive service includes education in Ofsted registered schools of

9、 very high quality.CareTech pioneered transition services for young people leaving care and for adults who are making the move into their own home after a lifetime in residential or institutional settings.We remain a national leader in the drive to enable people to live in a home of their own.We bel

10、ieve in opportunity and have developed an enviable reputation as a leading provider and organiser of modern apprenticeships within exciting projects across the UK.Statutory financial highlights41.3mEBITDA(iv)increased by 54.1%(2015:26.8m)30.5mOperating profit increased by 71.3%(2015:17.8m)36.17pDilu

11、ted earnings per shareincreased by 162.1%(2015:13.80p)34.2mCash inflows from operating activities(2015:30.8m)149.0mRevenueincreased by 19.9%(2015:124.3m)37.1mUnderlying EBITDA(i)increased by 14.2%(2015:32.5m)26.1mUnderlying profit before tax(ii)increased by 18.6%(2015:22.0m)38.03pUnderlying diluted

12、earnings per share(ii)increased by 19.6%(2015:31.79p)34.2mCash inflows from operating activities before adjustment items(2015:30.8m)with net debt(iii)of 156.4m(2015:158.5m)2,319Overall care capacity increased by 203(v)(2015:2,116)Occupancy 1,983(2015:1,821)304mProperty portfolioindependently valued(

13、2015:294m)6.25pFinal dividend per shareincreased by 11.6%(2015:5.60p)Financial and Operational HighlightsCareTech provides high quality support and care for individuals who often have complex needs.Delivering a safe and secure support of very high quality,ensuring that all our service users enjoy ex

14、traordinary days,every day.Strategic Review IFC Financial and Operational Highlights2 Group at a glance10 Chairmans Statement12 Strategic Report20 Chief Executives Statement and Performance Review24 Corporate Social Responsibility26 Financial ReviewGovernance30 Board of Directors32 Corporate Governa

15、nce Report35 Directors Report37 Remuneration Report39 Statement of Directors ResponsibilitiesFinancial Statements 40 Independent Auditors Report to the members of CareTech Holdings PLC41 Consolidated Statement of Comprehensive Income42 Consolidated Statement of Financial Position43 Consolidated Stat

16、ement of Changes in Equity44 Consolidated Statement of Cash Flow45 Notes to the Financial Statements 70 Company Statement of Financial Position71 Company Statement of Changes in Equity72 Company Statement of Cash Flow73 Notes to the Company Financial Statements77 Directors and AdvisersContentsCareTe

17、ch Holdings PLC Annual Report and Accounts 20161CareTech has always operated at the highest acuity range on the social care spectrum,providing individual tailor made solutions for people living in their own homes,residential care or independent supported living schemes.We believe that we should cont

18、inue supporting those with the greatest need and this accords with local authority commissioning trends.Adults with learning disabilities are increasingly being provided with direct funding to enable them to purchase their own care and support.We work actively with service users and advisory bodies

19、to deliver self-directed support packages and see this as an increasingly important aspect of our service model,as well as offering commercial opportunity.For many people with the most complex intellectual or physical challenges,residential care will continue to be the preferred option although the

20、services will change in their approach as we move toward a more enabling,modern type of service.An alternative to residential care is the opportunity for people to live in a home of their own,sometimes shared with others.CareTech is a leader in the provision of supported living and offers packages o

21、f individualised self-directed support to people in their own homes.For men with ABI we provide a range of pathways from rehabilitation through to long term and end of life care.CareTech offers highly specialised rehabilitation beds as well as a step down provision of community-based beds.Mental hea

22、lth provision continues to dominate the health and social care agenda.Good mental health is a significant contributor to a healthy community and national economy,while mental ill health is devastating to individuals and their families.Most commissioners are driven by a wish to reduce patient time in

23、 acute care and rely on creative outsourcing to dramatically cut the cost of mental health care in hospital and within the criminal justice system.CareTechs mental health team works in partnership with the NHS and social service departments to ensure a successful transition out of acute care and the

24、 prison service,delivering pathways to an ordinary life.We also have an outstanding track record for diverting people away from acute care and supporting them in their own homes.CareTechs highly effective care teams are developing new ways to offer community support solutions and we believe that thi

25、s will be an important growth platform in years to come.“Foster care is on a rising trend in terms of both numbers placed in foster care and expenditure by local authorities.”Laing and Buisson 2013Foster care is undoubtedly the best care solution for most“looked after”children.Most children thrive i

26、n foster care where they are supported within an ordinary family home and with trained foster carers.CareTech provides for both mainstream and specialist foster care through local agencies across the UK.Unusually we offer a highly respected service for physically and intellectually disabled children

27、 as well as support for children with sensory impairments.We provide foster care family assessments and ongoing support to children who remain with their birth families and in their family home.Contribution to Group revenue:56.6%Capacity:1,669(2015:1,496)Contribution to Group revenue:5.8%Capacity:30

28、1(2015:301)Contribution to Group revenue:3.9%Capacity:114(2015:114)Split by:Residential care Independent supported living Community support servicesSplit by:Residential care of children and young people Family assessments in the homeSplit by:Residential care Independent supported living Community ou

29、treach2CareTech Holdings PLC Annual Report and Accounts 2016 Extraordinary careGroup at a glanceMental HealthAdult ServicesAdult Learning DisabilitiesFoster careChildren ServicesFor a relatively small number of children,residential care offers a safe and helpful solution for their care needs and Car

30、eTech has developed an extensive range of highly technical care and education environments where those children will thrive.Our residential provision offers high staff ratios and highly skilled carers,capable of ensuring both safety and progression.These are high cost services where we aim for an in

31、tensive period of care and a strict timetable that delivers results at a fair price to commissioners.As far as practicable we aim to help these children through our therapeutic care move into a more normalised family style environment as soon as it is wise to do so.These services are highly intensiv

32、e operations with exceptional staff ratios and include on site or dedicated educational facilities.Since modern apprenticeships started several years ago we have witnessed a dramatic shift in the way young people enter the adult workforce.People are increasingly opting for an apprenticeship as an al

33、ternative to or as well as attending University.This was especially true of the Care Sector but a whole new generation of young people are now looking at the apprenticeship model as their further training of choice.Through acquisition and the development of established apprenticeship providers CareT

34、ech has embraced the opportunity to capitalise on this change and to work closely with government agencies to improve the quality and skill base of our national workforce.We have chosen to call our apprenticeship scheme a Learning Service to reflect the aspiration of the young people we work with.Al

35、though EQL Solutions provide training across the whole workforce we have naturally developed expertise within the very extensive social care sector.Learning Services addresses an adult social care workforce in England of some 1.16m people,905,000 of whom work within the independent sector(Skills for

36、 Care 2013).There are 17,300 organisations providing Adult Social Care in England and the majority of these are operating at far too low a scale to deliver their own training or apprenticeship programmes.EQL Solutions and Dawn Hodge Associates,which received an“Outstanding”from Ofsted earlier this y

37、ear,have significant market presence in social care and are well positioned to support both smaller companies as well as corporate providers.The Government aims to increase the number of apprenticeship starts for younger people and has committed to providing an additional 40m for 20,000 new higher a

38、pprenticeship starts in the current(2016/17)academic year.Contribution to Group revenue:7.5%Capacity:564(2015:301)Contribution to Group revenue:26.2%Capacity:235(2015:205)Split by:Pre-employment programmes Development programmes ApprenticeshipsSplit by:Residential care of children and young people E

39、ducation services for children and young peopleCaring every daySince the CareTech Group came to the AIM market over 11 years ago,it has evolved through a mix of organic and prudent acquisitive growth that has led to our current position as one of the best-established and reputable national social ca

40、re providers.We have national coverage across England,Wales and Scotland in a highly fragmented UK social care market.We cover the majority of the social care spectrum except elderly care.The total market value is estimated(Laing and Buisson 2013)to be worth 7bn for children services and 8bn for the

41、 care of younger adults(below 65 years of age)in the learning disability and mental health categories.The private sector share of this market has developed through successful outsourcing of services over the last 20 years and this trend is expected to continue.Local authorities have largely protecte

42、d their budgets for children and complex younger adults.Strategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 20163Learning ServicesYoung People Residential ServicesEQL Solutions and Dawn Hodge AssociatesPlacing people in the care of organisations that you c

43、an trustThe business of care is predicated on relationships,as much as it is on the practical support and guidance that we offer on a daily basis.Troubled children need the warmth and challenging support of their care workers while disabled adults make best progress within the trust that a great rel

44、ationship brings.We are also mindful that social workers will prefer to place people in the care of organisations that share their commitment to optimism for service users,that they can rely on and deliver outstanding value.Quality is not simply compliance with the requirements of regulation,althoug

45、h that remains important.Our approach is to employ well qualified and skilled professionals who can ensure that we consistently exceed the expectation of our service users,their families,social workers and commissioners.4CareTech Holdings PLC Annual Report and Accounts 2016 Extraordinary qualityGrou

46、p at a glance continuedStrategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 20165Client-focused innovative Care Pathway approachCare and support is characterised by optimism and a genuine belief in the abilities of our service users.Everyone we support has

47、an opportunity to make progress in their lives and our professional teams work hard to help those people understand how to move forward.Many years ago we began to describe our services as a Care Pathway,making clear our intention to break away from the old belief that care is for life.We have delive

48、red on this commitment and everyone we support,from young children to profoundly disabled adults,shares our approach to maximise their independence.This is great for service users,rewarding for our staff and strongly supported by those who commission and sponsor our services.Innovative Care Pathways

49、One of the characteristics that differentiates CareTech from the average provider is our commitment to opportunity.Long before it became fashionable we introduced the concept of a Care Pathway to reflect our optimism that users of our services can make progress in their lives.We were never content t

50、o accept that someone in residential care should always be in residential care and developed alternatives at an early stage in our development as a Group.We fundamentally believe in choice for all our clients and our determination to provide this choice in all our services is uppermost in our commer

51、cial thinking.6CareTech Holdings PLC Annual Report and Accounts 2016 Extraordinary choiceGroup at a glance continuedStrategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 20167National presenceCareTech is very well known as a care company in public ownership

52、that operates throughout England,Scotland and Wales.Our national presence is reinforced through conferences and publications where the CareTech view is frequently sought and taken into account.Strong brandFinancial security,probity and reliability combine to offer confidence in the CareTech brand.We

53、 offer high quality services with a strong ethical base with the benefits of scale,operating within friendly and trusted local service businesses.CareTech is a public company which operates throughout England,Scotland and Wales.Our target in the next few years is to continue to grow and to combine t

54、his with care excellence.8CareTech Holdings PLC Annual Report and Accounts 2016 Extraordinary growthGroup at a glance continuedStrategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 20169I am pleased to present our results for the year ended 30 September 2016

55、.This has been another successful and exceptionally busy year with the key highlights being:Ground rent transaction raised 30m Increased organic initiatives including reconfigurations and property purchases Completion of two acquisitions during the year which add to our geography and service offerin

56、g Further strengthening of management team and investment in IT systems Benefit from the improved terms of the new banking facilities completed in July 2015It is really pleasing to note that we have continued to maintain our position as a leading care provider with our good quality ratings across th

57、e Group.Moreover,we have extended our Care Pathways through successful outcomes for the people we support.As a result we have improved our capacity during the year which has led to an increase in all of our financial KPIs and our underlying EBITDA.This has produced an impressive set of financial res

58、ults where:Revenue has increased by 19.9%to 149m Underlying EBITDA has increased by 14.2%to 37.1m EBITDA has increased by 54.1%to 41.3m Underlying PBT has increased by 18.6%to 26.1m PBT has increased by 139.8%to 22.5m Underlying diluted EPS had increased by 19.6%to 38.03p Diluted EPS has increased b

59、y 162.1%to 36.17p Improved cash inflows from operating activities by 11.0%to 34.2m Full year dividend increased by 11.6%to 6.25p All of the above mentioned initiatives demonstrate a solid performance on delivery of both the key financial and non-financial metrics and puts the Group in the strong pos

60、ition to target further underlying EPS growth going forward.The Group has stood out from its peer group of providers as a company that can successfully combine quality,integrity and sound financial acumen and has consistently achieved high care quality ratings.Our credibility as the provider of choi

61、ce has never been stronger and we continue our successful growth strategy with a confident outlook.In December 2015 the Company announced the acquisition of ROC North West for an 10 CareTech Holdings PLC Annual Report and Accounts 2016A busy 2016 creating a springboard for further growthChairmans St

62、atementFarouq Sheikh Chairmaninitial cash payment of 8.7m.This purchase utilised the remainder of the net proceeds from the Groups share placement in March 2015.The whole of the 21m gross placing was spent on the earnings enhancing acquisitions of Spark of Genius,Dawn Hodge and ROC North West within

63、 a nine-month period.In February 2016 the Company announced a ground rent transaction which raised 30m in cash to support its growth strategy.The innovative ground rent agreement is with the funds managed by Alpha Real Capital at a net initial yield of 3.4%.Under the terms of the agreement,the freeh

64、old to 41 CareTech properties were transferred to Alphas managed funds in exchange for a cash sum of 30 million and security of tenure with a 150-year term.The commencing rent will be 1.07m per annum,which will rise with the Retail Price Index on a five-yearly compound basis at between 0%and 5%per a

65、nnum.The transaction releases a significant amount of cash for reinvestment in growth opportunities whilst maintaining a virtual freehold interest in the properties,which are located mainly in the South East and represent less than a quarter of the Companys freehold portfolio.This further highlights

66、 the extent to which the valuation of our freehold portfolio is in excess of our book cost due to the profit created by the transaction.A month later in March 2016 the Company announced the acquisition of Oakleaf Care(Hartwell)for an initial cash payment of 18.3m,thus utilising 60%of the ground rent

67、 money raised.Oakleaf offers both highly specialised rehabilitation beds for men with acquired brain injury as well as community-based stepdown provision,a service that reflects the Groups Care Pathway in adult high acuity care.During 2016 we again closed several services for reconfiguration which i

68、mpacted the growth in revenue.Offsetting this there are better fees following our reconfiguration plus the impact of cost saving initiatives and the time and attendance system has further improved underlying EBITDA.The Groups organic development programme will continue with further reconfigurations

69、and for 2017 we have a strong pipeline of development opportunities with two property purchases soon after the year end.In the 11 years since joining AIM,the business has transformed from being very focused on supporting adults with a learning disability through residential and day care settings to

70、one where today we cater for young people and children with complex needs across a range of settings,be it residential,supported living or community support.We focus on the most complex and vulnerable young people and the market for this client group stands at over 10bn.There is currently an undersu

71、pply of specialist beds in the niche area and the market is growing by almost 3%per annum.Over the years we have developed a range of Care Pathways and helped many that we support to live more independently.This is a fantastic outcome for both us and the individuals that we support and it also helps

72、 local authorities meet the ever increasing cost of social care provision.Even with significant growth we have achieved to date we still have less than 2%of this very large and fragmented market.With the increasing regulatory burden,the opportunity for further consolidation is even more attractive.D

73、ividendThe Group policy has been to increase the total dividend per year broadly in line with the movement in underlying diluted earnings per share.That growth in 2016 was 19.6%so the Board has proposed a final dividend of 6.25p(2015:5.60p)per share bringing the total dividend for the year to 9.25p(

74、2015:8.40p)per share.This represents a full year increase of 10.1%year on year.The final dividend will be paid,subject to shareholder approval,on 8 May 2017,with an ex-dividend date of 9 March 2017 and an associated record date of 10 March 2017.Our BoardThere have been no changes to the Board during

75、 the year.As a foundation for growth the Senior Executive Team at CareTech has been further strengthened following the appointment of John Ivers in 2015 as Chief Operating Officer and several senior appointments since with more planned,thus underpinning the growth of the business.During the year the

76、 Remuneration Committee,the Audit Committee and the Care Governance and Safeguarding Committee were unchanged.Our peopleWe have completed our planned evolution into two well defined operating divisions,Children Services and Adult Services,and this has generated organisational efficiencies.Simplifyin

77、g the structure has also supported planning and service delivery with a more powerful approach to development.Our continuing growth,measurable success and forward-looking approach are a reflection of the hard work and dedication of staff and managers throughout the organisation.I am always drawn to

78、the achievements of our excellent front line staff,which is inevitable as we are first and foremost a care organisation.Their care and commitment would be much less without the dedicated support of our administrators and support teams whose hard work and energy is critical to the success of our Comp

79、any and the care we provide.In March 2016 the Company announced the creation of the CareTech Sharesave Scheme which represents a Government supported method for any of our staff to have the opportunity to participate in the Companys equity.Over 200 members of staff chose to join this new savings sch

80、eme and we plan to have a second CareTech Sharesave Scheme in 2017 as this is one part of our staff retention strategy.Outlook and prospectsWe understand the market and have anticipated shifts in social and health policy.Our understanding of the social care environment remains strong and we are posi

81、tioned to meet market changes and have an improved platform for growth.With the money raised from shareholders last year,from the ground rent transaction this year and our own free cash flow generated from the business,we have major investment plans for 2017 and beyond with key new organic developme

82、nts and bolt-on acquisitions.Importantly,we have also,and continue to,further strengthen our management team,offering a forceful blend of experience,commercial wisdom and dedication to care.I have no doubt that the next few years will see continuing growth and care excellence which will help deliver

83、 our target of double digit growth in underlying EPS.Farouq SheikhChairman23 January 2017Strategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 201611Strategic ReviewGovernance Financial StatementsThe Directors present their Strategic Report on the Group for

84、the year ended 30 September 2016.In preparing this report,the Directors have complied with S414C of the Companies Act 2006.The Strategic Report should be read in conjunction with the Strategic Review for the Group,which includes the Highlights,Group at a glance,Chairmans Statement,Strategic Report,t

85、he Chief Executives Statement and Performance Review and Financial Review.Our marketThe care market in which the Group operates is a UK market worth 15bn per annum across the Adult Services for adults over the age of 18 and Children Services for children and young people up to the age of 18.The prin

86、cipal driver for commissioners in local authorities and the NHS is value.This is interpreted by them as the optimum balance between quality and price,but has an underpinning criterion determined by“outcomes”.CareTech has been aligned to this set of purchasing principals and we work closely with comm

87、issioners to ensure that we stay in tune with their approach to market management.Most providers of social care have fewer than three services and this huge,fragmented range of providers dominates the market.However,the market has been steadily consolidating and a very small number of large“corporat

88、e”providers have emerged,with CareTech being one of the bigger players within the non-elderly care sector.Numerically the large providers will have a very small minority of the market capacity and all the evidence suggests that consolidation will continue,perhaps accelerating,during the foreseeable

89、future.Although the available resources to purchase social care remain largely static there is a known increase in demand across the whole spectrum,presenting purchasing bodies with a conundrum.One response has been to move money away from the NHS in order to allow local authorities greater purchasi

90、ng power.However,the most significant change has been to a system of aggressive rationing.This has focused money on the areas of highest need such as complex children,very disabled or complex people with learning difficulties and hospital discharge schemes.This is where CareTech has developed its pr

91、ovision and helps to explain why spending cuts have had minimal impact on the Group.Adult ServicesAdult Learning Disabilities Residential care Independent supported living Community support services1.4mpeople,of which 85,000 in the UK cannot live independentlyMental Health Residential care Independe

92、nt supported living Community outreach2.4%of the UK population will be referred to a specialist psychiatric serviceChildren ServicesFoster Care Fostering Family assessments in the home51,340people are placed in foster care in EnglandYoung People Residential Services Residential care of children and

93、young people Education services for children and young people17,500children in England are looked after outside foster careLearning Services Pre-employment programmes Development programmes Apprenticeship510,000apprenticeship startsSource:Data from Laing and Buisson 2013 report.12CareTech Holdings P

94、LC Annual Report and Accounts 2016Creating sustainable value in our marketsStrategic ReportMarket growth rate5.9bnvalue per annum of market for residential learning disabilities and supported living5.5%pa14.4bnvalue per annum of NHS/LA total spend on mental health5.5%pa1.1bnvalue of foster care mark

95、et across England1.5%pa1.0bnvalue of residential childrens market across England0.2%paLearning Services Pre-employment programmes Development programmes Apprenticeship510,000apprenticeship starts1.6bnapprenticeship budget9.1%paCareTech Holdings PLC Annual Report and Accounts 201613Strategic ReviewGo

96、vernance Financial StatementsLearningServicesFoster Care andFamily ServicesYoung PeopleResidential ServicesMentalHealthAdult LearningDifcultiesCareGovernanceCarePathwayExperiencedand committedmanagementStrongbrandSafeguardingCommitteeExtraordinarydays every dayNational presenceThe Group aims to oper

97、ate throughout mainland Britain in England,Wales and Scotland in partnership with local authorities and the NHS,facilitating the outsourcing process,driving value and removing risk.During the period,the Group continued to develop and grow organically four existing operating divisions,which come unde

98、r the two outcome-based sectors of Adult Services and Children Services.These four operating divisions are supported by the Learning Services division.The growth going forward is underpinned by the strong starting position that we have built carefully over the past few years.We continue to extend bo

99、th our geographic coverage and our outcome-based Care Pathway range of services organically and through the purchase and sale of properties to meet the needs of our marketplace,specifically the requirement for greater acuity service provision.This ensures that CareTech is in a very strong position t

100、o address the demands of our evolving marketplace.The key resources that we require to provide care are:People to provide careStaff and carers who have appropriate skills and qualities to look after children or adults in need of care and who remain fully trained.People with skills to manage,train an

101、d support our people who provide careSkilled staff to provide the management and training to our people who provide care.Buildings,homes and landThe land and buildings to provide accommodation for residential services or supported living.Financial resourcesFinancial stability to be able to employ th

102、e right staff and to provide the right land and buildings.Setting out our key strategic prioritiesWe shall continue to improve the quality and scope of our services,increase market share and grow shareholder value.Our Business ModelOur resourcesOur Business Model represents how we aim to generate re

103、venue and profit from our operations.Our Business Model represents how we aim to generate revenue and profit from our operations.14 CareTech Holdings PLC Annual Report and Accounts 2016A strategy to drive future growthStrategic Report continuedOur understanding of the social care market and our rela

104、tionships with local authority commissioners is vital to our strategy.We are sensitive to the complex financial position that local authorities are in and their need to have trusted business partners who can help them deliver statutory duties efficiently and with care.Social care expertiseEmploying

105、numerous qualified and skilled care workers,foster carers,teachers and managers,the CareTech front line teams are supported by a wide range of high level professionals such as social workers,nurses,therapists,psychologists and a skilled Medical Director with oversight of all interventions.High quali

106、tyThe driver for social care is an organisations ability to deliver high quality care,with reliable outcomes at a fair price.We believe that the market has recognised that CareTech offers the best possible balance between quality and value and understands the need for progressive thinking and innova

107、tion to deliver ongoing results.Nationwide locationsThe CareTech strategy is to offer a strong national presence with local brands and regional service delivery points.This supports development of local relationships while offering the comfort and security of a well resourced and strong Group.Excell

108、ent reputationThe CareTech brand is strong and our extensive relationships across the UK are robust.This is reinforced by our presence at major industry events where we have been reliable sponsors and commentators.The most effective way that we sustain our reputation is by delivering what we promise

109、 for the people we support and by treating our staff well.High occupancyCareTech services are in demand and occupancy has remained high despite fears of local authority austerity impacting referrals.Whats more,the nature of referrals in recent years has been toward the more complex end of the spectr

110、um.Continued growthIt is well known that demographic trends show growth in social care in the foreseeable future.Shareholder valueCareTech has delivered sustainable and reliable growth since the day it listed.It has aimed to be a defensible stock even in difficult times and for some time has offered

111、 a good quality dividend policy.We have every reason to believe that growth will continue and the management team remains enthusiastic about the Groups future.Our strategyStrategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 20161532.5m37.1m20122013201420152

112、01630.7m26.4m24.9m18.3m24.0m2012201320142015201616.1m14.1m13.3m2012201320142015201631.79p38.03p31.01p27.43p26.47p20122013201420152016158.5m156.4m166.1m168.5m131.2mOur key performance indicatorsStrategic Report continuedOur KPIs help to measure the Groups performance against its strategy and objectiv

113、es.Underlying EBITDA37.1m(2015:32.5m)Underlying profit after tax24.0m(2015:18.3m)Underlying diluted EPS38.03p(2015:31.79p)Net debt156.4m(2015:158.5m)How this is calculatedUnderlying EBITDA is the Earnings before Interest,Tax,Depreciation and Amortisation for the year excluding non-underlying items s

114、uch as amortisation of intangible assets which are fully described in note 5 to the Financial Statements.Performance this yearThe underlying EBITDA has improved by 4.6m or 14.2%year on year.This reflects the organic growth achieved by the core business which has been in part reduced by the reconfigu

115、ration work on some properties and improved margins and acquisitions.How this is calculatedUnderlying profit after tax is the Groups profit after provision for taxation excluding non-underlying items such as amortisation of intangible assets after tax which are fully described in note 5 to the Finan

116、cial Statements.Performance this yearThe underlying profit after tax has improved by 4.7m or 25.7%year on year.This reflects the improved underlying EBITDA and finance charges offset by an increased tax provision.How this is calculatedUnderlying diluted earnings per share is the underlying profit af

117、ter tax(which is after adjusting for non-underlying items which are not considered to impact the trading performance of the Group)divided by the weighted number of ordinary shares which are fully described in notes 10 and 11 to the Financial Statements.Performance this yearThe underlying diluted ear

118、nings per share has increased by 6.24p at 19.6%year on year.This is the increase in underlying profit after tax.How this is calculatedNet debt is defined in the Groups banking facilities and comprises the balance at the year end for cash and cash equivalents net of bank loans outstanding and finance

119、 lease and hire purchase contract monies outstanding to the Groups bankers.It does not include the finance lease obligations as calculated under IAS 17 arising from the ground rent transaction which is not owed to the Groups bankers.Performance this yearBank debt at 30 September 2016 was 149.8m whic

120、h is a reduction of 1.2m from 30 September 2015 of 151.0m.Finance leases with the Groups bankers at the year end were 6.6m(2015:7.5m)with the decrease due principally to the lease repayments net of the new investment in 37 new home vehicles during the year,which take our fleet to 462 vehicles.Net de

121、bt in total reduced by 2.1m or 1.3%between 30 September 2015 and 30 September 2016.16CareTech Holdings PLC Annual Report and Accounts 2016201220132014201520162,1162,3192,0742,1162,1162012201320142015201693%93%92%92%92%86%86%2012201320142015201686%84%86%Capacity2,319places(2015:2,116 places)Mature Es

122、tate occupancy93%(2015:93%)Blended occupancy86%(2015:86%)How this is calculatedThe Groups capacity is the total number of Adult Service and Children Service places that the Group is able to offer at that date.It is a total including residential care beds,independent supported living accommodation,co

123、mmunity support service users and children that foster carers can currently look after.Performance this yearOverall capacity has increased by 203 which is a 9.6%increase.ROC North West and Spark of Genius also has capacity to provide education to 25 children but this is not included in the capacity

124、increase above.How this is calculatedThe Mature Estate occupancy is the total number of Adult and Children Service users placed in services that were open throughout the year.Performance this yearThe ratio has remained unchanged at 93%and reflects the long length of stay that the majority of service

125、 users have in our services.How this is calculatedBlended occupancy is the total number of Adult and Children Service users actually placed as a percentage of the Groups total capacity and so reflects facilities undergoing development and reconfiguration.Performance this yearThe ratio has remained a

126、t 86%and reflects the additional beds in reconfigured services brought back into capacity and the reduction in those withdrawn for reconfiguration plus new beds coming into service.CareTech Holdings PLC Annual Report and Accounts 201617Strategic ReviewGovernance Financial StatementsSocial care is a

127、long-term contract with the public sector and is inherently free of risk so long as quality is maintained,outcomes are achieved and the price is right.However,social care does carry risks that will always be at the forefront of our minds.The most obvious risk is that a tragedy will occur and that th

128、e Company will be held to blame.To date this has not occurred but we take the risk very seriously.Our principal risk management strategy is to ensure that our staff are recruited well,are trained and supervised properly and are subject to rigorous quality oversight.In addition,we know from experienc

129、e that processes and documentation must be very carefully observed and constantly reviewed to ensure that it protects service users and provides the Company with a defendable position in the case of tragedy.These matters,along with general safeguarding,are subject to intense scrutiny by our in-house

130、 compliance and quality teams and Board-level oversight.Managing risk and mitigating riskSocial care is not a high risk business proposition but there are several unique factors that could cause difficulties for the careless or casual provider.These centre on the way in which care and support is pro

131、vided and the reliability of those front line staff who provide it.CareTech approaches these issues with considerable care and exceptional diligence,building in quality and training wherever it is required but also through its established scrutiny protocols and firm leadership.We care a great deal a

132、bout what we do and have established a reputation for careful management of all those processes that could expose us to risk.We have thoroughly reviewed our operations.The Group trades only within the UK and has no Foreign Exchange exposure.We have limited exposure to nursing staff and the EU labour

133、 market.Our primary recruitment is focused on the UK labour market for support staff and the recruitment of new staff is the factor that we are managing and we continue to monitor closely.In 2017 the Apprenticeship Levy is being introduced and we are confident that the Learning Division through EQL

134、and DHA are well placed to take full advantage of the new market structure.Our risksAll providers of health and social care are conscious of the need for management vigilance and the requirement to have a thorough commitment to delivering care that is safe and of a high quality.CareTechs approach to

135、 quality and safe service delivery is characterised by a mixture of a dedicated compliance team carrying out regular audits of inspection and a commitment to building quality into everything we do.The market for the provision of social care services continues to be dynamic,presenting both risks and

136、opportunities.The overall number of people needing support will increase,and a smaller proportion of them will be placed into residential services.Those who do need a residential care solution will have more complex needs and are likely to require a wider range of services,including clinical and the

137、rapeutic support.Our operational management teams are already focusing on the delivery of high quality care.As we move forward this will become increasingly specialised with the benefit of professional qualified care co-ordinators who will prepare and direct personalised care plans within the servic

138、es.Most service users will be supported in their own homes through domiciliary care or in more formal supported living arrangements.This is a major growth area for care providers and CareTech already has a solid reputation for its high quality and flexible solutions.We are building this to a higher

139、level and refining our organisational structure to build more rapidly on our successes to date.By order of the BoardFarouq SheikhChairman23 January 2017Our principal risk management strategy is to ensure that our staff are recruited well,are trained and supervised properly and are subject to rigorou

140、s quality oversight.Principal risks and our strategic responseStrategic Report continued18 CareTech Holdings PLC Annual Report and Accounts 20161.Service offer and user needsRisk descriptionWe have to create and staff a service offering which matches the needs of the service user and can be communic

141、ated to commissioners so it is carefully recorded locally at every service in order to reduce the risk of service users moving to other service providers.2.Quality and safetyRisk descriptionA health and safety breach would impact its reputation,brand and compromise the safety of those in our care.We

142、 have to provide and deliver safe care of a high quality and the Group utilises Acoura,an independent supplier,to audit and report monthly on health and safety matters as well as all RIDDORS(Reporting of Injuries,Diseases and Dangerous Occurrences Regulations)so that all incidents are recorded and a

143、cted upon.3.Service valueRisk descriptionThe service offer has to be provided to meet the needs of the commissioners at a fair price and this is coming under increased scrutiny as commissioners regularly review value for money so the Group communicates frequently with its commissioners locally.4.Rep

144、utationRisk descriptionThe Group has to have a reputation for delivering a service that is good value and takes account of all risks.The Group maintains a Risk Register which includes all key risks,including reputational risk,and how they are mitigated though quality of service and good communicatio

145、n with service users and local authorities and this Risk Register is reviewed monthly.5.Growth fundingRisk descriptionSo that the Group can keep growing adequate funding has to be anticipated and put in place and the Group ensures that all of its facilities are monitored and reviewed regularly,in pa

146、rticular during its budget and forecasting processes.6.Manage debtRisk descriptionThe level of debt obtained to fund operations and ensure that growth can occur has to be carefully managed and the different forms of leasing and debt are reviewed quarterly when all of the covenants are also reviewed.

147、Strategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 201619CareTech Holdings PLC Annual Report and Accounts 201619It gives me great pleasure to report again on a successful year that reflects the hard work of all of our management team,the enthusiasm of our

148、 staff and the support of our Board.OverviewThe Group has continued to build upon its solid foundations and remains in a strong position to continue as a leading provider of high quality specialist social care services in a large and growing UK market which remains fragmented.The Group has continued

149、 to develop through organic growth and reconfigurations and with the acquisitions in December 2015 and March 2016 it has gained experienced management teams with skilled leaders.The new businesses have integrated and settled well,and our focus on organic growth remains strong.A key recent strategy h

150、as been the development of the Learning Services division which continues to have a positive impact on gaining new staff,their training and retention.There have been a number of other measures like the ExSOP,Sharesave Scheme and Level 5 in Care Management training scheme for managers.Consolidation a

151、nd creating new opportunitiesCareTech remains at the forefront of social care outsourcing across both Children Services and Adult Services in the UK and in the year there has been a further increase in working closely with commissioners and regulators.National public policy continues to be a signifi

152、cant driver of local authority commissioning intentions and behaviour.For a number of years public policy has encouraged greater personalisation of health and social care for adults.Commissioners and leading providers are driving change that will mean offering people more choice and control over the

153、 care,treatment and support they receive while at the same time maintaining the quality and safety of those services.Our care priorities drive successful outcomes for our service users and follow closely the guidance from central Government.Our key focus for delivering quality services and positive

154、outcomes is supported by the following key factors:Communication We have open and frank dialogue with our service users,their families and social workers,as well as the regulators.Independence In our social care and health contracts we aim to help our service users to return to an ordinary independe

155、nt life.It may be children who can return to their birth families or live independently.It may be adults who we can help on the pathway to recovery following a mental health breakdown,or acquired brain injury or people with learning disability who we can support towards independent living.Housing ca

156、re and support We know that most people aspire to have a place of their own,employment and ongoing support.We have structured our services,developing new provision and creative partnerships with housing providers to enable these aspirations to be achieved whenever possible and we are tailoring train

157、ing to assist young people and adults leaving our services to gain employment.Self-directed support It is pivotal to government policy that adults and children receiving social care are fully engaged in the support that they require.With some adults this extends to the provision of a cash sum enabli

158、ng them to purchase their care and support directly.CareTech managers have been further reviewing our systems and delivering training throughout the organisation to ensure that we are able to deliver the requirements of self-directed support.Quality and dignity CareTech has always delivered high qua

159、lity care in exceptional premises.However,we have never been complacent about this and have undertaken reviews to ensure that we deliver the right quality at an acceptable price.We have also learned a great deal from the experience of our NHS colleagues and developed a Dignity Test to ensure that ou

160、r front line and administrative staff treat all our clients in ways that promote dignity.Haroon Sheikh Chief Executive Officer20 CareTech Holdings PLC Annual Report and Accounts 2016A solid foundation for growth Chief Executives Statement and Performance ReviewProgress in the yearThe year has seen c

161、ontinued progress as the Group concentrates on the introduction of innovative new services developed in partnership with local authority commissioners reconfigured from within our existing portfolio of properties or through new properties either purchased or rented for service users for supported li

162、ving.In December 2015 the Group acquired ROC North West and in March 2016 Oakleaf Care(Hartwell),so the progress has been a mixture of organic development and acquisitions.ROC North West is based in Lancashire and is a provider of residential care and education for young people with complex needs.Oa

163、kleaf Care(Hartwell)is based in Northamptonshire and is a specialist in the care and rehabilitation of men with acquired brain injury.Our Adult Services have added 70 beds in the year,being 63 in Supported Living and in Residential.Children Services have added 31 beds in the year in three services.T

164、he Group also continues to realise the benefit of organisational improvements that were put in place over the past few years.We have continued to strengthen the management structure with further senior appointments planned and to improve the efficiency of our processes following further investment i

165、n new systems which have gone live or we are working on now.We are seeing the benefits of new executive appointments which continue to have a positive impact across the services.New systems were procured during the year for the Groups training solutions including e-learning with standard automated r

166、eports as well as for maintenance,hosting,data analytics and e-compliance in order to benefit from cutting edge technology.These improvements have put us in a strong position to benefit from a number of the commissioning opportunities by working in partnership with the NHS and local authorities.Care

167、 Pathway range and servicesThe Groups focus remains the provision of specialist social care through its five divisions.This is underpinned by a well-defined range of provisions which meet the commissioner requirements.These services are now even more extensive and focused on providing high quality c

168、are and positive outcomes for all of our service users.The Group continued to develop and grow its existing four operating divisions,which come under the two outcome-based sectors of Adult Services and Children Services.We continue to extend both our geographic coverage and our outcome based Care Pa

169、thway range of services organically and by acquisition and through the purchase and sale of properties to meet the needs of our marketplace,specifically the requirement for greater acuity service provision for both Children and Young People and Adults.This ensures that CareTech is in a very strong p

170、osition to address the demands of our evolving marketplace.The Learning Services division was expanded by the acquisition of Dawn Hodge Associates(DHA)late in 2015,and I am particularly delighted to report on the integration and development of our apprenticeship model in 2016.The team has already co

171、mpleted pioneering work by developing the apprenticeship model in social care,and the CareTech Aspire Programme which takes CareTechs care staff from the foundations of mandatory and statutory training to offer the opportunity to complete a Level 2 or Level 3 apprenticeship.At the year end,this prog

172、ramme had 359 CareTech apprentices undertaking the qualifications and 123 of our support staff had already completed a Level 2 or Level 3 apprenticeship.There are also 64 staff members benefiting from Level 5,Team Leader,Business Administration or Customer Services.We remain committed to the growth

173、of residential care solutions for adults and children with the most complex needs and the CareTech Group has embraced the development of home-based solutions including foster care where demand for more specialist services remain strong.Our residential care services for children cater for young peopl

174、e with particularly difficult issues and offer a national service;with strong growth seen in the North of England with the addition of ROC North West which has care and educational services.Since that acquisition we have purchased properties in Scotland and North West England for both Spark of Geniu

175、s and ROC North West to develop into new services.Our adult services offer a solid and reliable provision across the whole spectrum of service offerings which now includes acquired brain injuries and we see a particular volume demand in the area of supported living,balanced by renewed demand for mor

176、e specialised residential care solutions.Our strategy is to offer a bespoke range of options so that we can maintain the Care Pathways that distinguish us from other providers.Overview of progressOur focus during the past year has continued to be further building on the businesses which established

177、the Care Pathways whilst introducing innovative new solutions to meet the challenges faced by care commissioners and then adding newly acquired businesses with complementary skills.Capacity has increased by 203 places principally because we have continued to reconfigure services and acquired ROC Nor

178、th West and Oakfleaf Care(Hartwell).Occupancy levels within our mature services remain at a creditable 93%,or 86%when taking into account our services under development and transition.Much has been written about personalisation and I felt it would be useful to set out our own understanding and commi

179、tment to personalisation.Personalisation to us means recognising people as individuals who have strengths and preferences and putting them at the centre of their own care and support.National winners of the CareTech staff awards.Strategic ReviewGovernance Financial StatementsCareTech Holdings PLC An

180、nual Report and Accounts 201621The traditional service-led approach has often meant that people have not been able to procure the kind of support they need,or receive tailored care assisance.Personalised approaches such as self-directed support and personal budgets involve enabling people to identif

181、y their own needs and make choices about how and when they are supported to live their lives.Our two business divisions of Adult Services and Children Services comprise the following four Care Pathways and our Learning Services division.1.Adult Learning DisabilitiesRevenue84.4m(2015:75.7m)Underlying

182、 EBITDA*26.4m(2015:24.5m)Capacity1,669(2015:1,496)Adult Learning Disabilities provides individually tailor-made solutions for people living in their own homes,residential care or independent supported living schemes.We can work with clients to deliver self-directed support packages.For some people r

183、esidential care will continue as the preferred option and we increasingly offer several types of supported living and packages of individualised self-directed support to people in their own homes.This includes adult residential care homes,independent supported living and community support services.I

184、n March 2016,Oakleaf Care(Hartwell)was acquired and added its range of pathways from rehabilitation through to long-term and end-of-life care for men with acquired brain injury.This acquisition builds on the Groups existing neurological services and represents a further regional growth platform for

185、the Group.The principal reason for the increase in underlying EBITDA of 1.9m was the acquisition of Oakleaf Care(Hartwell)and reconfiguration of homes from Mental Health and their reopening late in the current financial yearWe have continued to work closely with local authority and NHS commissioners

186、 and this has helped us to achieve our growth through the past year.We take a long-term view,recognising that change will continue and with this in mind I am pleased to report that redevelopment of some of our long stay residential provision has been a great success over the past year and will conti

187、nue to meet the changing requirements of commissioners and families.The market for high acuity care and the support of people with learning disability is growing year on year.Demand for low-level support has been impacted by the cuts in local authority expenditure but this is not an area of activity

188、 in which CareTech operates.Conversely,resources for those with the highest level of need are being maintained and increased in some local authorities.During the past year we have developed 74 beds through reconfiguration of existing residential services.Further new provision is under development.2.

189、Mental HealthRevenue5.7m(2015:6.4m)Underlying EBITDA*1.7m(2015:1.9m)Capacity114(2015:114)The reduction in revenue in Mental Health arises because there have been a number of services reconfigured and transferred to Adult Learning Disabilities.Mental Health works in partnerships with the NHS to ensur

190、e a successful transition out of acute care,delivering pathways to independence.We have an outstanding track record for helping people away from acute care and supporting them in their own homes.The adult services for this Care Pathway include a community-based hospital,adult residential care homes,

191、independent supported living and community outreach with some transitional services transferred within the Group.Community Mental Health has always been a critical but relatively neglected area of social care.However,this is changing as the NHS drives to lower bed capacity and accelerated early disc

192、harge from acute psychiatric hospital care.The growth of social care is certain and the response by Government to one of the key difficulties is progressing.There has been some progress in the removal of large numbers of learning disabled people from the controversial“Treatment and Assessment Centre

193、s”operating at various locations throughout the UK.CareTech has never operated any centres of this type but we understand that the CEO of NHS England has been tasked with ensuring that these centres are re-provided as a matter of urgency.CareTech is seeking opportunities to support the project and t

194、o offer a comprehensive solution within its community homes.We are well positioned for expansion in Mental Health and have a sustainable infrastructure to deliver growth.3.Foster CareRevenue8.7m(2015:9.8m)Underlying EBITDA*2.2m(2015:2.5m)Capacity301(2015:301)Foster Care provides for both mainstream

195、and specialist foster care in small supportive groups across England and Wales for children with disabilities.We also provide foster care family assessments in the home rather than in a residential setting.The unchanged capacity,and a fall in revenue and underlying EBITDA in Foster Care arises due t

196、o the competitive nature of the market as well as the change to family assessments in the home.It is also due to capacity being reported on the new basis of children that carers are able to look after rather than the number they are approved for.“Foster Care is on a rising trend in terms of both num

197、bers placed in foster care and expenditure by local authorities.”Laing and Buisson 2013.This trend is driven by cost considerations,where fostering is considerably less expensive than residential care and by perceived quality care factors.It is generally held that fostering in an ordinary family hom

198、e delivers better quality than any residential setting.However,the rising tide of fostering has been constrained by the challenge of finding foster carers with the right skill and motivation alongside preference by social workers to place within local authority services rather than the independent s

199、ector.*Before unallocated costs.22 CareTech Holdings PLC Annual Report and Accounts 2016Chief Executives Statement and Performance Review continuedIn 2013,46%of children placed in foster homes were outsourced to the independent sector.This compares with 67%placed in residential homes operated by ind

200、ependent providers.Our Foster Care teams and Young People Residential Services teams are working alongside each other to offer the best outcomes for young people.Our market intelligence suggests that most,if not all,independent sector fostering agencies are still experiencing some degree of“hold bac

201、k”at present.However,the consensus view is that this will not last long and local authorities will inevitably return to progressive outsourcing of foster care provision.Outsourcing is well established in the culture of most local authorities,but the current austerity measures have led a small number

202、 of authorities to reflect on the 50%fee premium paid for independent fostering.This disparity of cost can be attributed in part to the fact that the most complex and therefore high cost cases are placed in the care of independent providers.However,it is also clear that local authorities fail to und

203、ertake a full cost analysis of their in-house provision.Wherever this has been done,outsourcing is demonstrably much better value.Demand for foster care has increased overall but we have noted an increasing trend among some local authorities to make provision in-house for all but the most complex ch

204、ildren.In our view this is an expensive and unsustainable approach that exposes local authority commissioners to risk.Our own services are being maintained at an acceptable level.Looking forward,we are training our foster carers with the skills required to manage more complex work and have linked th

205、e fostering division with our residential team for children so that we can maintain an effective Care Pathway.4.Young People Residential ServicesRevenue39.0m(2015:22.4m)Underlying EBITDA*11.8m(2015:8.2m)Capacity235(2015:205)A number of children and young people need to live in specialised residentia

206、l services and receive education.As far as practicable we aim to help these children move into a more normalised family style environment.This segment contains children residential care homes,which includes facilities for children with learning difficulties and emotional behavioural disorders(“EBD”)

207、,and small specialist schools.In December 2015 ROC North West was added and gave a further geographic spread to fit between the current childrens residential services in Scotland(Spark of Genius and ACAD)and North Wales(Branas Isaf)and services in Staffordshire and Yorkshire.It also strengthened the

208、 residential care and education services for young people with complex needs,especially EBD.In the year this segment benefited from new services which have added 30 beds.In 2015 we also acquired Spark of Genius which provides significant benefits across the divisions due to their well established ed

209、ucation facilities across Scotland and North East England.Children residential services have been growing as our reputation for quality care and support spreads.We are currently developing new beds and places that have been commissioned during the past year.5.Learning ServicesRevenue11.2m(2015:10.0m

210、)Underlying EBITDA*1.0m(2015:0.9m)Learning Services comprises EQL Solutions which was acquired in 2013 and is a national provider specialising in employment and training services to young people and adults and Dawn Hodge Associates,a regional provider specialising in the social care sector was acqui

211、red in 2015.Their intensive pre-employment,development and apprenticeship programmes use public funds from the Skills Funding Agency to lay the foundations for individuals to achieve their career goals while helping to provide businesses with the vital skills they need in their workforce.As well as

212、supporting the workforce,EQL Solutions has also developed programmes for service users by enhancing the pathways to independent living and employment.Young people leaving care,for example,often do not know where to find the right job opportunities or have the opportunity to access employer-focused t

213、raining.We can now bridge that gap by supporting young people as they make the transition to adult life.We are also exploring how best to help individuals return to employment after mental illness and to give people with learning disabilities the skills and confidence to gain employment so that they

214、 are able to live more independently.Early mapping with CareTechs core business has gone well.Good progress has been made in identifying the potential for EQL Solutions to add value to CareTechs attraction and recruitment of staff and their retention,helping new employees gain the skills and qualifi

215、cations to grow a successful career in care through an apprenticeship.I am pleased to confirm that we have made good progress with Learning Services and the team are strongly motivated to develop their initiatives in the world of social care through the Aspire Programme and the Team Leader programme

216、.Aspire has been developed as a unique and innovative scheme that will ensure all CareTechs support workers receive mandatory and statutory training to the highest standard whilst also being offered the opportunity to complete a Level 2 or Level 3 apprenticeship which has been carefully tailored to

217、suit their role and 123 completed this apprenticeship.CareTech apprentices have now begun their training with 359 CareTech support workers undertaking the apprenticeship programme.The Team Leader programme has 64 staff members on Level 5 programmes.In early 2016 Dawn Hodge Associates retained its Of

218、sted“Outstanding”rating which is an achievement that we are very pleased to report.In 2017 with the introduction of the Apprenticeship Levy there will be significant changes to the sector,but we believe that we are well placed to take advantage of the new market conditions.The services of EQL Soluti

219、ons and Dawn Hodge Associates complement each other and provide the foundations for a strong learning division within the Group.Haroon SheikhChief Executive Officer23 January 2017*Before unallocated costs.Strategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts

220、 2016 23We care about our service usersService users are the reason for our existence and satisfying their needs remains our key objective.As our organisation grows,we strive to maintain a culture which never forgets the important relationship we have with our service users.We seek to nurture these

221、relationships and see them as partnerships of mutual interest and respect,with our person-centred approach ensuring service user interests are safeguarded and vulnerabilities minimised.The further expansion of our Care Pathway strategy seeks to provide our service users with“whole of life”solutions

222、to their needs,maximising independence where possible by encouraging education,promoting choice,being proactive with family members,providing training for employment where feasible and nurturing personal ambition where helpful.In the year we have been celebrating the achievements of our service user

223、s across the country,they have been busy creating art pieces for an art competition and the finalists are having another awards presentation in early December 2016 following the success in December 2015.We are determined to preserve the dignity of those we care for and fully support Government initi

224、atives to this end.We see making each day as fulfilled as possible for our service users as a vital ingredient to their,and our,success.We care about the environmentWe seek to maximise environmental standards in all areas of our organisation.Energy costs are now more closely monitored centrally and

225、with the installation of smart meters being rolled out across our services we are seeking to encourage more efficient consumption of energy,without compromising service user care.Clinical waste management has an environmental impact and we are focused on ways to make this more effective whilst still

226、 adhering to statutory requirements.Corporate Social Responsibility We have continued to strive for long-lasting improvements in our services in a way that is consistent with the interests and concerns of our stakeholder community.As always,the driving force underpinning CareTechs operation continue

227、s to be the provision of the highest quality of care to our service users.24 CareTech Holdings PLC Annual Report and Accounts 2016We aim for minimal waste production and waste-free processes.Encouraging the involvement of our workforce in seeking new ways to“be green”is important and we are striving

228、 to reduce our carbon footprint in all commercial areas including promoting recycling initiatives,developing a carbon offset scheme for paper usage,using public transport where feasible and improving our energy efficiency.We care about our staffWe remain committed to ensuring employees share in the

229、success of the Group and fully appreciate that Group performance is affected by the relationship we have with them.Sustaining the retention and development of employees is also critical to our continued success and we remain of the belief that fostering a positive workplace culture is the best way f

230、or our employees to thrive.Supporting them with regular supervision,training and clear career development programmes promotes staff continuity and leads to improved standards of care quality.In early December 2015 we held our first staff awards ceremony with ten categories for staff and staff teams

231、across each division.A larger event was held in December 2016.Out of a total of 4,440 staff at the end of September 2016,69%are female and equal opportunity for all remains at the heart of our recruitment policies and the diversity of our workforce bears this out.We value our staff at all levels and

232、 work closely with them through our robust human resources department to foster consultation in all matters,ensure fair pay for all,maximise conditions of service and facilitate flexible working where feasible.During the year we undertook a Staff Engagement Survey which involved all staff and looked

233、 at values and questions across five engagement drivers.The feedback has led to a Communication Plan that will lead to improved communication across the Group.We have a team of in-house training staff delivering courses on all relevant subjects,enabling our workforce to gain the skills,knowledge and

234、 confidence to provide the care and support to our service users on a daily basis.Our sharesave share option scheme has been re-launched in March 2016 to offer new invitations regularly and will be available to all our employees.This participation,along with regular senior management share option aw

235、ards,contributes to the fulfilment of our desire to reward staff for loyalty,diligence and commitment to high standards of service.We are planning to repeat both share schemes in 2017.We care about quality and safetyAs a Group,our aim is to provide a safe working environment for service users,staff

236、and visitors.We value the well-being of all stakeholders and develop policies to this end.Maintaining workplace infrastructures is a core objective and sustained investment in information technology,furniture,facilities and equipment enable working environments,be they operational or administrative,

237、to be safe and productive.Regulation is vigorously applied with routine and regular inspections being made by the Care Quality Commission(“CQC”)and Ofsted in England and the services are regulated by the Care and Social Services Inspectorate Wales(CSSIW)in Wales and by the Care Inspectorate for Scot

238、land.We continue to resource our own highly experienced internal quality and compliance teams which undertake a programme of regular inspection and assessment and give constructive feedback backed by training and supervision if the requirement is there.We engage the services of outsourced expert adv

239、isers ensuring best practice and procedures are maintained.We care about our communitiesDoing business the right way is of fundamental importance to us.A successful business needs to operate in healthy,thriving communities and needs to be seen as a good neighbour to those communities.We have direct

240、involvement in a variety of community-based programmes further improving our service reputation and helping to foster a strengthened relationship with local authorities.Being a socially responsible organisation with a focus on developing our ethical standards aligned with our economic objectives rem

241、ains a core aim and we strive to identify the real value of our organisation,beyond its financial bottom line.Considering non-financial values such as reputation,employee commitment and service user fulfilment helps us develop longer-term opportunities,ultimately adding to the financial bottom line.

242、Behaving responsibly and maximising the benefits of a strong relationship with our stakeholders is an integral part of a continuing process of building long-term value.OutlookThe coming year shows every sign of being good for health and social care providers and especially for those with an establis

243、hed reputation for quality and innovation.This year there has been significant policy development and we see some indicators that local authorities have recognised the need to maintain,or grow their social care budgets.In our view we are in a period in which consolidation will again feature strongly

244、 within the corporate sector and we are alert to quality opportunities that may arise.However,we are mindful about acquisition and have robust criteria which must be satisfied to ensure that any acquired business fits our long-term strategic objectives.This has been another progressive year for Care

245、Tech and I am indebted to the strong management team who have overseen the provision of diligent and tailored services in what has been a challenging environment for the care sector.CareTech provides high quality care,support and outcomes to our service users.I remain proud to lead the Group,deliver

246、ing a quality of care that makes a difference to so many lives.Haroon SheikhChief Executive Officer23 January 2017Strategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 2016 25The Group has made further good progress and has made two acquisitions in the year

247、plus the ground rent fundraising so has a platform for further acquisitions and growth.ResultsThe underlying operating profit improved by 11.1%at 32.0m compared with 28.8m last year.Up to 2013 the Group had been making strategic acquisitions to gain market share and extend the Care Pathway range of

248、services.Since 2013 the focus had been on organic development and cost efficiencies,but with the Share Placement and improved banking facilities,the Group made two acquisitions last year and a further two acquisitions this year and continues to be well placed to make further acquisitions.Underlying

249、diluted earnings per share increased by 19.6%to 38.03p(2015:31.79p)per share and underlying profit after tax has risen by 31.1%to 24.0m(2015:18.3m).Basic and diluted earnings per share increased by 162.1%to 36.17p(2015:13.80p)and profit after tax increased by 186.3%to 22.9m(2015:8.0m).26 CareTech Ho

250、ldings PLC Annual Report and Accounts 2016The Group has a platform for further acquisitions and growthFinancial ReviewMichael Hill Group Finance DirectorTable 1 Condensed Income Statement before non-underlying items 2016m2015mGrowthRevenue149.0124.319.9%Gross profit54.347.7Administrative expenses ex

251、cluding depreciation and share-based payments(17.2)(15.2)Underlying EBITDA37.132.514.2%Underlying EBITDA margin24.9%26.1%Depreciation(5.0)(3.6)Share-based payments charge(0.1)(0.1)Underlying operating profit32.028.811.1%Net financial expenses(5.9)(6.8)Underlying profit before tax26.122.0Underlying t

252、axation(2.1)(3.6)Underlying effective tax rate7.8%16.4%Underlying profit for the year24.018.4Weighted average number of diluted shares(millions)63.257.7Underlying diluted earnings per share38.03p31.79pFull year dividend per share9.25p8.40pTable 2 Revenue2016Revenuem2016UnderlyingEBITDAm2015Revenuem2

253、015UnderlyingEBITDAmAdult Learning Disabilities84.426.4 75.724.5Mental Health5.71.76.41.9Adults Residential Services90.128.182.126.4Young People Residential Services39.011.822.48.2Foster Care 8.72.29.82.4Learning Services11.21.010.00.9Childrens Services58.915.042.211.5Less unallocated Group costs(6.

254、0)(5.4)149.037.1124.332.5Cash inflows from operating activities before tax and non-underlying items paid were 34.2m(2015:30.8m),an increase of 11.0%.Net debt to the Groups bankers(as defined in the Financial and Operational Highlights on the inside front cover)at the year end of 156.4m has reduced b

255、y 2.1m for the year(2015:158.5m).The Condensed Income Statement before non-underlying items for the year is summarised in table 1.RevenueRevenue of 149.0m(2015:124.3m)was 19.9%higher than in 2015.In the year there were two acquisitions,ROC North West and Oakleaf Care(Hartwell),and revenue includes 1

256、2.0m from these acquisitions.In the established Adult Learning Disabilities segment we continued to experience high levels of occupancy and reported 93%occupancy at 30 September 2016.When this is blended with the facilities that are being reconfigured and so are under development,the overall occupan

257、cy level during the second half of the year and at 30 September 2016 was 86%of capacity(September 2015:86%).As in recent years the demand for residential services continues to be encouraging for high acuity users.As set out in the Chief Executives statement and note 4 to the Accounts,we are again re

258、porting segmental information for the financial year and last year which includes information on client capacity and revenue for each segment.The continued development of our Care Pathways and a growing range of service options has led to the proportion of Adult Learning Disabilities revenue moving

259、from 60.9%in 2015 to 56.6%in 2016 and EBITDA before Group costs from 64.6%in 2015 to 61.3%in 2016.The Young People Residential Services total revenue has risen by 74%with Mental Health falling by 11%,Foster Care falling by 11%and Learning Services rising by 12%.Their total proportion of the EBITDA b

260、efore Group costs has increased from 33%in 2015 to 36.4%in 2016 due mainly to the higher margin generated by the Adult Learning Disabilities division services.Underlying EBITDA and total EBITDAUnderlying EBITDA has grown by 14.2%from 32.5m in 2015 to 37.1m in 2016.In the year there were two acquisit

261、ions,ROC North West and Oakleaf Care(Hartwell),and the underlying EBITDA includes 3.1m from these acquisitions.Underlying EBITDA margin has decreased from 26.1%to 24.9%mainly due to the margin in the total of the acquired businesses being at a lower rate than the other businesses,and the growth in s

262、ervices businesses that require little capital expenditure like Foster Care and the Learning Division.The Adult Learning Disabilities,Mental Health and Young People Residential Services segments have higher margins but normally require considerable capital expenditure to increase capacity,whilst Sup

263、ported Living,Foster Care and Learning Services operate at a lower margin in part because they do not require capital expenditure to increase capacity and are not reliant on the Groups properties.Administrative expenses,before depreciation and share-based payments charges,were 17.2m(2015:15.2m)and i

264、ncreased by 2.0m during the year.In 2015 they represented 12.2%of Group revenue and in 2016 this further improved to 11.5%of Group revenue.There has been a further considerable effort in the year to reduce administrative expenses with further back office systems centralisation and procurement succes

265、ses for the Group.The reconfiguration of services is a central part of the Boards strategy to grow organically.It enhances average fee rates and maintains the Groups reputation as a provider of highest quality of care.In the year there has also been a greater focus on purchasing properties which are

266、 then converted to new services.The number of employees in management and administration has increased by 74.The Time and Attendance system has been implemented across all of the residential services in the year which will further our back office centralisation and ensure that staff are paid more ac

267、curately and quickly,as well as giving reliable data on staff rotas and attendance in each service.Total EBITDA has increased from 26.8m in 2015 to 41.3m in 2016.Operating profit and profit before taxThe depreciation charge is 5.0m(2015:3.7m)and reflects the investment in land and buildings,motor ve

268、hicles and fixtures,fittings and equipment.After this charge and the share-based payments,underlying operating profit grew 11.1%to 32.0m(2015:28.8m).Total operating profit increased by 71.3%to 30.5m(2015:17.8m).Net underlying financial expenses of 5.9m(2015:6.8m)decreased again over the previous yea

269、r due to the effects of the ground rent transaction monies and the new banking facilities,though there were additional finance leases taken out on new home vehicles during the year.Underlying profit before tax was 26.1m(2015:22.0m)which is an increase of 18.6%.Total profit before tax increased by 13

270、9.4%to 22.5m(2015:9.4m).Taxation and diluted earnings per shareThe effective underlying tax rate was 7.8%(2015:16.4%)and reflects managements expectations of future capital investment through organic developments and reconfigurations relative to available capital allowances,the impact of the reducti

271、on in the main rate of corporation tax in the year and also the release of a provision for tax no longer required.The weighted average number of shares in issue rose by 9.6%mainly due to the share placement from March 2015 whilst the underlying diluted earnings per share rose by 19.6%to 38.03p in 20

272、16 from 31.79p in 2015.Basic and diluted earnings per share increased by 162.1%to 36.17p respectively(2015:13.80p).Strategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 201627DividendsOur policy has been to increase the total dividend per year broadly in lin

273、e with the movement in underlying diluted earnings per share.The final dividend will therefore increase to 6.25p per share(2015:5.60p),bringing the total dividend for the year to 9.25p(2015:8.40p),a growth of 10.1%.Dividend cover for 2016,based upon diluted earnings per share before non-underlying i

274、tems is 4.11 times(2015:3.78 times).Non-underlying itemsAs more fully explained on the face of the Consolidated Statement of Comprehensive Income and in note 5 to the Accounts,the Directors have separately disclosed a number of non-underlying items in order to improve understanding of the underlying

275、 trading performance achieved by the Group.Total non-underlying items represent a charge of 1.5m at operating level(2015:10.9m)and the principal items are the amortisation of intangible assets and integration and reorganisation costs of the acquisitions net of the IAS 17 profit arising from the grou

276、nd rent transaction.Cash flow and net debtThe cash flow statement and movement in net debt as defined on page 16 to the Groups bankers for the year is summarised in the table below.Net debt to the Groups bankers at 30 September 2016 of 156.4m(2015:158.5m)has decreased by 2.1m during the financial ye

277、ar,with an investment of 41.9m in acquisitions and capital improvements during the year.Operating cash flows before non-underlying itemsThe 34.2m(2015:30.8m)cash inflow from operating activities,before non-underlying items,represents a 92%(2015:95%)underlying EBITDA cash conversion ratio.Interest an

278、d dividend cash flowsInterest paid of 5.5m(2015:6.7m)is reflective of the net financial expenses per the Consolidated Statement of Comprehensive Income,whilst dividends paid are consistent with the relevant section earlier in the review.Ground rent transactionIn February 2016 the Company announced t

279、he ground rent transaction which raised 30m in cash to support its growth strategy.The innovative ground rent agreement is with the funds managed by Alpha Real Capital at a net initial yield of 3.4%.Under the terms of the agreement,the freehold to 41 CareTech properties are transferred to Alphas man

280、aged funds in exchange for a cash sum of 30m and security of tenure with a 150-year term.The commencing rent will be 1.07m per annum,which will rise with the Retail Price Index on a five-yearly compound basis at between 0%and 5%per annum.Under IAS 17,the transaction has been accounted for as a sale

281、and leaseback transaction.We have ascertained the fair value of the land and buildings separately and treated the accounting for land on an operating lease basis and buildings on a finance lease basis.Accordingly,the sale of the land resulted in a profit of 5.6m and has created a ground rent liabili

282、ty amounting to 7.4m which is payable over a 150-year period.2016m2015mUnderlying EBITDA 37.132.5(Increase)in working capital(2.9)(1.7)Cash inflows from operating activities before non-underlying items34.230.8Tax paid(1.5)(1.3)Interest paid(5.5)(6.7)Dividends paid(5.2)(4.2)Acquisitions and capital e

283、xpenditure(41.9)(16.6)Share Placement19.8Ground rent transaction29.9Cash flow before adjustments10.021.8Non-underlying cash flows including derivative financial instruments(7.9)(14.2)Movement in net debt to the Groups bankers2.17.6Opening net debt to the Groups bankers(158.5)(166.1)Closing net debt

284、to the Groups bankers(156.4)(158.5)28 CareTech Holdings PLC Annual Report and Accounts 2016Financial Review continuedAcquisitions and capital expenditureDuring the year we invested total funds of 41.9m(2015:16.6m).The Group acquired ROC North West for a total consideration which may rise to 11.4m co

285、mprising an initial payment of 8.7m in cash and an earn out of up to 2.7m.Of the consideration payable under the earn out,250,000 was settled on completion of the acquisition through the issue of 100,000 ordinary shares in the capital of the Company(“Ordinary Shares”)at a price of 250p per Ordinary

286、Share.The remainder of the consideration under the earn out of up to 2.425m will be determined with reference to ROCs EBITDA performance over the period to July 2016 and will be funded from current cash reserves.The Group also acquired Oakleaf Care(Hartwell)for a total consideration which may rise t

287、o 20.3m comprising an initial payment of 18.3m in cash and an earn out of up to 2.0m.The consideration payable under the earn out of up to 2.0m will be determined with reference to Oakleafs EBITDA performance over the two years to 31 March 2018.Further details of the acquisitions are explained in th

288、e Chief Executives Statement and Performance Review as well as in the Notes to the Financial Statements.The acquisition of ROC North West in December 2015 was financed from the existing resources of the Group and utilised the remainder of the 21.0m gross proceeds from the Groups Share Placement in M

289、arch 2015.The acquisition of Oakleaf Care(Hartwell)in March 2016 was financed from the existing resources of the Group and utilised about 60%of the net proceeds from the ground rent transaction.Some of the remaining proceeds were used to purchase freehold properties to be converted to new services.C

290、apital expenditure of 14.9m(2015:9.9m)includes 6.4m to update our portfolio of assets.Banking arrangementsThe Group is pleased to have continued its strong relationships with Royal Bank of Scotland,Lloyds TSB,Santander and Allied Irish following the last refinancing in July 2015 when the Group agree

291、d improvements to its banking facilities.The facility was extended to January 2019 and the cost of borrowing was reduced through a reduction to the interest rate and four loan repayments,which were due between 2015 and October 2016 amounting to 21.6m,have been deferred.In addition,there is an uncomm

292、itted accordion facility of up to 30m which,together with the deferral of loan repayments,give further support to the Groups acquisition strategy.The total of the Groups current freehold property portfolio is 304m as at 30 September 2016.There was an independent valuation by Christie&Co of the Group

293、s property portfolio following the ground rent transaction of 284m plus the cost price of the freehold properties purchased in the two acquisitions,plus other freehold properties purchased in the year.At 30 September 2016 the Group has available bank facilities totalling 195m which are sufficient,wi

294、th cash flow from operating activities,to fund present commitments.OutlookThe Group is now in a better position to continue as a pioneering provider of specialist social care services in a UK market that is continuing to grow yet remains fragmented.Michael HillGroup Finance Director23 January 2017St

295、rategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 2016 29Haroon Sheikh BScChief Executive Officer(aged 60)Haroon Sheikh,a London University graduate,is one of the UKs leading entrepreneurs,philanthropists and community figureheads and one of the founders o

296、f CareTech.Haroon brings commercial acumen,related industry experience and property knowledge which has been essential in the growth of the business.As Chief Executive Officer,he is actively involved in the day-to-day running of the business and over time has been instrumental in nurturing and suppo

297、rting the senior management team bringing together disciplines in care,commerce and property.He has a deep commitment and passion to delivering high-quality care and support to people with a learning disability.In 2008,Haroon and his brother Farouq were winners of the highly valued Coutts Family Bus

298、iness Prize and widely applauded for the quality and social integrity of the company they created.Haroon is Patron and Enterprise Fellow of the Princes Trust and is also Vice Chair of the UK Advisory Council of the British Asian Trust under the patronage of HRH Prince Charles.Haroons most recent soc

299、ial enterprise was establishing the COSARAF Charitable Foundation to benefit communities and individuals in the UK and abroad.As trustee for International Development,Haroon established the COSARAF Kenya Feeding Project which supports the feeding of over 1,500 women and children daily as well as sup

300、porting education and water projects in various rural villages across Africa and Asia.Michael HillGroup Finance Director(aged 65)Michael qualified as a chartered accountant with Deloitte in 1975 and then did an MBA before joining Kimberley Clark as a Financial Analyst managing marketing projects.Mic

301、hael then had senior financial roles in retailing with the launch of Next,the Electricity privatisation and as Finance Director of quoted Mersey Docks.He was involved from 2001 with the Care Charity,Community Integrated Care as a Trustee and then Director of Finance and from 2006 as Finance Director

302、 of National Fostering Agency.Michael joined CareTech in 2010 to establish the Foster Care division and oversaw its growth.He became Group Finance Director on 2 August 2011 and he is also Company Secretary.Farouq Sheikh Executive Chairman(aged 58)Farouq Sheikh has been a key architect in CareTechs g

303、rowth,having been co-founder of the Group and involved in the vision and strategy from the outset in 1993.With a background in law and a good understanding of finance and commerce,Farouq has been instrumental in securing debt and equity funding for the Group as well as leading the management team in

304、 winning a number of long-term contracts from local and health authorities.Farouq is a leading business entrepreneur,philanthropist and investor within the UK.Farouq has initiated and overseen the successful equity investments and the subsequent exits for 3i Group PLC(in 1996 and 2002)and Barclays P

305、rivate Equity(in 2002 and 2005).His intimate knowledge of the marketplace,and his commercial and negotiating expertise assisted in the Groups growth.Under his stewardship,CareTechs earnings per share has grown significantly from 4.1p in 2005 to 36.17p in the current financial year.Farouq has been pr

306、esented with a number of Entrepreneur of the Year awards by prestigious organisations including Laing and Buisson,Coutts Bank and Ernst&Young.He also presents widely at healthcare conferences,raising awareness of the learning disability sector.As Patron and Enterprise Fellow of the prestigious Princ

307、es Trust and as a member of the Mosaic National Advisory Board,Farouq supports young people by passing on his experience and expertise to inspire the next generation of entrepreneurs.An experienced and driven corporate BoardBoard of Directors30 CareTech Holdings PLC Annual Report and Accounts 2016Ka

308、rl MonaghanNon-Executive Director(aged 54)After graduating from University College Dublin with a Bachelor of Commerce Degree,Karl trained as a chartered accountant with KPMG in Dublin.He has worked in the corporate finance departments at a number of merchant banks and stockbrokers,latterly at Credit

309、 Lyonnais Securities for seven years and Robert W.Baird for two years until June 2002.Karl set up Ashling Capital LLP in December 2002 to provide consultancy services to quoted and private companies.He sits on a number of AIM quoted and private company boards.Dr Mike Adams OBENon-Executive Director(

310、aged 45)Mike has a significant track record in the social care,health and disability sectors.For five years he was Director of the National Disability Team,responsible for policy and practice for disabled students inhigher education.Mike was Director of Operations for the Disability Rights Commissio

311、n for two years and was until July 2016 Chief Executive Officer of ecdp,an Essex-based user-led disability organisation.Mike is currently CEO of Purple,a new not for profit organisation launched in July 2016 which provides disability services and products to both disabled people and business.Mike sp

312、ent nine months as acting Chair of a large acute hospital trust in Essex and has previously chaired an expert panel on Access to Work,the Governments flagship disability employment programme.Mike has been awarded an Honorary Doctor of Education for disability leadership from Anglia Ruskin University

313、.Jamie CummingNon-Executive Director(aged 66)Jamie has a strong track record in City corporate and investor relations.Having started his career with Touche Ross,Jamie became an Investment Analyst with Parsons&Co.(latterly Allied Provincial Securities)in 1978 and was an Extel rated analyst.Following

314、this he joined Brewin Dolphin in 1996 and in 2011 he became Head of Brewin Dolphins Corporate Advisory&Broking Division and led the demerger of Brewin Dolphins investment banking activities through a merger with Madrid-based asset manager and M&A house N+1,to create N+1 Brewin.He became Chief Execut

315、ive Officer of the new business in 2013,latterly overseeing the subsequent merger with Singer Capital Markets.Jamie is a senior adviser to Cantor Fitzgerald Europe and a non-executive director of 21st Century Technology plc.With over 30 years in the City,Jamie has a wealth of experience in advising

316、both institutional investors and corporate clients.Strategic ReviewGovernance Financial StatementsCareTech Holdings PLC Annual Report and Accounts 201631Board and Committee meetingsThe Board meets in formal session regularly,usually once each month,and members are supplied with financial and operati

317、onal information in good time for scrutiny in advance of these meetings.The Directors attended the following meetings in the year to 30 September 2016:BoardAudit CommitteeRemuneration CommitteeCare Governance and Safeguarding CommitteeFarouq Sheikh101*Haroon Sheikh10Michael Hill112*2Karl Monaghan101

318、33Mike Adams11233Jamie Cumming11233*By invitation.The Board holds other Board meetings specifically for significant transactions involving raising money like the ground rent transaction or spending money like a significant acquisition.What decision-making responsibilities does the Board have?Matters

319、 which are reserved to the Board for specific consideration and decision include:financial reporting and controls including statutory matters such as the approval of final and interim financial statements and dividend declarations;Board membership and other senior,key personnel,appointments;review o

320、f corporate governance arrangements;Group strategy matters including the approval of annual budgets,acquisitions and disposals;review of the processes for monitoring and evaluating risk and the effectiveness of the Groups system of internal control and operational efficiency;review and supervision o

321、f treasury and financial policies;and shareholder communications.Matters are delegated to Board Committees,individual Directors or executive management where appropriate.The Directors believe the Board is soundly constituted although,at this stage of the Groups development,it is felt the functions o

322、f a Nominations Committee can be adequately fulfilled by deliberation of the full Board;this will nevertheless be kept under review.When the need for an additional Non-Executive Director is identified the Board appoints advisers to nominate experienced relevant and appropriate candidates.Board membe

323、rs meet the candidates and come to a collective view on appointments.Who is on the Audit Committee and what do they do?The Audit Committee comprises Karl Monaghan(Chairman),Mike Adams and Jamie Cumming.The Group Finance Director and representatives of the external auditor attend meetings by invitati

324、on as required.The Committee meets at least twice each year and receives reports from the Companys management and external auditor relating to the annual and interim accounts and the accounting and internal control systems throughout the Group.The Committee has direct and unrestricted access to the

325、external auditor and reviews all services being provided by them to evaluate their independence and objectivity,taking into consideration relevant professional and regulatory requirements in order to ensure that said independence and objectivity are not impaired by the provision of permissible,non-a

326、udit services.The Committee has carefully considered the level of non-audit services and have concluded that this does not impact on the independence of the auditors.Details of the amount paid to the external auditor during the year,for audit and other services,is set out in note 6 to the Financial

327、Statements.Do we comply with the UK Corporate Governance Code?The CareTech Board of Directors(the“Board”)remains committed to achieving the highest standards of integrity,ethics,professionalism and business practice throughout its operations.We do not comply with the UK Corporate Governance Code.How

328、ever,we have reported on our corporate governance arrangements by drawing upon best practice available,including those aspects of the UK Corporate Governance Code we consider to be relevant to the Company and best practice.In July 2016 Market Abuse Regulation(MAR)strengthened the existing UK market

329、abuse framework by extending its scope to new markets,new platforms and new behaviours.It also contains prohibitions for insider dealing and market manipulation,and provisions to prevent and detect these.This sets the tone for corporate behaviour and helps make our governance meaningful and focused

330、on improving our business and protecting Shareholder Value.Who is on our Board?As Executive Chairman,Farouq Sheikh leads the Board and is responsible for its effective running.The Chief Executive is Haroon Sheikh and Michael Hill is the Group Finance Director.The Directors biographies appear on page

331、s 30 to 31 and detail their experience and suitability for leading and managing the Group.Karl Monaghan,the Senior Independent Director,Mike Adams and Jamie Cumming are the three Non-Executive Directors and the Board considers each of them as independent.Collectively,the Non-Executive Directors brin

332、g a valuable range of expertise and experience in assisting the Group to achieve its strategic aims.In the furtherance of their duties,all Directors are able to take independent professional advice at the expense of the Company and those newly-appointed are made aware of their responsibilities by th

333、e Company Secretary.The Board approves the appointment and removal of the Company Secretary.All Directors are required to submit themselves for re-election at least every three years and new Directors are subject to election by shareholders at the first opportunity following their appointment.How do we deal with conflicts of interest?Following amendments to the Companys Articles of Association in