A network of specialists

leading the way in

teleradiology

ANNUAL REPORT AND ACCOUNTS

31 December 2021

Our mission:

Our mission is to lead the way in

delivering collaborative and responsive

telemedicine solutions that put patient

outcomes at the heart of what we do.

We will achieve this through technical

innovation underpinned by the highest

standards of clinical excellence.

Our vision:

Our vision is to provide market leading

diagnostic services by connecting

healthcare professionals and organisations

with talent and technology. A trusted

partner, we will be pioneering in

adapting our offering to deliver

sustainable and scalable services for

customers and their patients.

Improving your

outcomes through

a collaborative

approach to care

Creating value through our core commitments

Our worldwide breadth and scale:

300+

Employees

750+

Current network of

specialist doctors

and clinical staff

200+

Clients

1.2m+

Reports and

exams in 2021

Contents:

Strategic report

02 Highlights

04 Chairman’s statement

06 CEO report

12 Business Model and Services

14 ESG

23 Human Story: Radiographer

COVID impact

Group Themes

26 Delivery: UK

28 Delivery: Ireland

30 Delivery: RadMD

32 Financial Review

34 Risks and Uncertainties

Governance

38 Our Directors

Corporate Governance Report

44 Report of Audit Committee

46 Report of Nomination Committee

48 Clinical Quality and

Governance Committee

ESG Committee

50 Remuneration Committee

72 Directors’ report

76 Section 172

77 Independent Auditors Report

Financials

87 Consolidated income statement

and consolidated statement of

comprehensive income

Consolidated statement of

financial position

Consolidated statement of

cash flows

Consolidated statement of

changes in equity

Notes to the financial statements

125 Company statement of

financial position

126

Company statement of

changes in equity

127

Notes to the financial statements

132 Key advisors

133 Glossary of terms

Medica Group PLC is the

market-leading provider

of teleradiology services

in the UK and Ireland.

Medica prides itself on delivering the highest

quality service, underpinned by strong clinical

governance and a culture of customer-

centric process improvement. Medica

provides a fast and reliable service during

out-of-hours for urgent reporting, as well

as support for routine diagnostic reporting

throughout the week. Medica has developed

a bespoke IT interface with customers,

allowing comprehensive access to diagnostic

images enabling our reporters the best

opportunity to deliver high-quality reports

for our clients and in turn, for their patients.

Through its subsidiary, RadMD, in the United

States, Medica also provides pharmaceutical

and biotech clients and contract research

organisations (CROs) with high quality,

complex imaging services for international

clinical trials. RadMD has gained vast

experience in the space, having contributed

to over 500 international clinical trials, in

all phases of clinical research from proof

of concept to phase III and with expertise

in oncology, as well as a wider range

of therapeutic areas including medical

devices, neurology and cardiovascular

Our values:

Patient first and truly collaborative

We are focused on our goal of

improved patient experience and

outcome and achieve so much

more together by working in a

collegiate and cooperative way.

Adaptive and pioneering

We strive to offer the best at all times

which means adapting our services

and using pioneering software and

technologies to ensure the best

customer and patient experience.

Responsive and accountable

We are responsive and flexible in our

approach, processes and services

in order to meet the changing

requirements of our customers. We

take our responsibilities seriously

and act professionally at all times.

Excellence in our DNA

Our reliability and quality of delivery

is what our customer’s value most

highly about Medica. We are always

prepared to go the extra mile to

deliver a service that adds value

and exceeds expectations.

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Annual Report for the year ended 31 December 2021

1 The Section 172 report forms part of the 2021 strategic report

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

www.medicagroupplc.com l stock code: MGP

Financial Highlights

Highlights

(1) Underlying operating profit is a non-IFRS measure and is calculated as operating profit before exceptional items and one-off costs relating to the GDI

acquisition and associated extension to the debt facility, share based payments, intangible amortisation in respect of acquired assets.

(2) Underlying Earnings per share is a non-IFRS measure and is calculated based underlying operating profits less financing costs and taxation

(3) Net cash/(debt) is a non-IFRS measure and is calculated by subtracting bank borrowings from cash and cash equivalents

• Delivered sales of £61.9m, representing 68% and 33%

revenue increase on 2020 and 2019, respectively

– UK revenues rose 33% to £47.1m as a result of a continued

strong performance from NightHawk and a full recovery

in Elective scanning activity by the year end

– Medica Ireland contributed £9.7m in its first full

year since acquisition in November 2020, in-line

with expectations, and generated a return on capital

employed (ROCE) in its first full year ahead of the Group

target of 15%

– RadMD contributed £5.2m of revenues for the nine-

month period since acquisition in March 2021, broadly

in-line with expectations at the time of purchase

• Increase in gross profit margin to 50.7% (2020: 47.4%) due

to mix effect in UK, cost management and positive impact

of acquisitions

• Recovery in underlying operating profit to £12.1m, up 141%

from 2020 and 6.9% versus 2019, with underlying operating

margins recovering to 19.5% (2020: 13.6%)

• Net cash at 31December 2021 of £3.9m, an improvement of

£7.8m on net debt of £3.9m at 31December 2020

The Board declared an interim dividend for 2021 of 0.89pence

per share and is now proposing a final dividend for 2021 of

1.79pence per share, which will, if approved, result in total

dividends for 2021 of 2.68pence per share, up 5% on 2020

£61.9m

Revenue

£31.4m

Gross Profit

50.7%

Gross Profit Margin

£12.1m

Underlying Operating Profit

7.8 3p

Underlying Earnings Per Share

£38.9m

£46.5m

£36.8m

2018

2019

2020

2021

£19.0m

£22.3m

£17.5m

2018

2019

2020

2021

49.0%

47.8%

47.4%

2018

2019

2020

2021

£9.7m

£11.3m

£5.0m

2018

2019

2020

2021

7.75 p

8.13p

3.47p

2018

2019

2020

2021

7.8 3 p

£12.1m

50.7%

£31.4m

£61.9m

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Annual Report for the year ended 31 December 2021

Operational

highlights

• Effective management of elective

scanning capacity and demand as

volumes recovered as COVID-19

restrictions eased

• Continued growth of NightHawk

service with net contract wins

and renewals

• Restructured the organisation to

create additional management

bandwidth and create new

group functions to support

future growth

• Reorganised business to integrate

support functions and maximise

efficiency

• Established a UK Leadership Team

focused on driving growth and

executing strategy

• Successfully deployed Augmented

Intelligence solution into Medica’s

out-of-hours stroke reporting

• Expanded radiology reporting

capacity in the UK by 5%

Acquisitions

and Joint

Ventures

• Completed the acquisition and

first stage of integration of

RadMD in Philadelphia

• Post-acquisition of RadMD,

added new members to the

senior team to drive growth and

expand operational capacity

• Completed integration and

rebranding of Global Diagnostics

Ireland as Medica Ireland

• Established MedX, a joint venture

with Integral Diagnostics Pty

in Australia

Dr. Stuart Quin, Chief Executive Officer

of Medica, commented:

“ The year saw Medica continue to

deliver on its strategy by diversifying

its offering, broadening geographic

reach and investing in technology.

With these strategic developments –

including the acquisition of RadMD

in the US, the creation of a new joint

venture in Australia and the successful

launch of Sectra PACS in the UK – as

well as favourable market dynamics as

customers seek to reduce the imaging

backlog caused by Covid-19, there

are strong foundations in place to

support our growth. We look forward

to continuing our momentum through

2022 to consolidate our position

as the trusted, go-to teleradiology

partner for healthcare providers”

Post-period

highlights

• Successful launch of new Picture

Archive and Communication

System (PACS), Medica’s new

enterprise imaging and reporting

software system/platform,

with multiple experience and

functionality improvements

for our radiologists, as first

major milestone of the

FutureTech programme

• Strong start to the year for

NightHawk service through new

contract wins, extensions and

re-tenders

• Launch of new service with

the leading Irish health

insurer in Dublin

• Expanded the team

internationally with a General

Manager for MedX and an

expansion of reporting capacity

outside of the UK

www.medicagroupplc.com l stock code: MGP

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Chairman’s Statement

Strong performance in

2021 as our clients recover

and started to process the

backlog of cases requiring

imaging that accumulated

during the pandemic

Medica has once again

demonstrated the resilience

of its business model

in 2021. Having started

the year with further

lockdowns in the UK and

Ireland, our team has

worked closely with clients

to support the return to

pre-pandemic levels of

diagnostic reporting,

as well as enabling

hospitals and clinics to

make initial progress in

undertaking priority cases

that had been postponed

due to the ongoing

COVID-19 pandemic.

I am pleased to report a strong recovery

year for Medica resulting in annual

revenue increasing by 68% year-on-

year to £61.9m with an improvement

in gross profit margin to 50.7% and

operating profit of £12.1m, up 141% from

2020. This also compares favourably

to 2019 with a 33% increase in revenue

(2019 £46.5m), 2.9% increase in gross

margin (2019 47.8%) and 6.9% increase

in operating profit (2019 £11.3m) as

trading improved and Medica started

to book sales from acquisitions in

Ireland and the US. As a result, the

Board has proposed a final dividend

of 1.79pence per share reflecting the

strong performance of the business

last year. It is particularly pleasing to

deliver these results during the ongoing

pandemic in 2021, without the need

to furlough any employees or receive

any government grants, demonstrating

the robust nature of the business.

In addition to the core business, the

recent acquisitions of Medica Ireland

(formerly Global Diagnostics Ireland),

and RadMD performed stronglyin a

challenging year. These acquisitions were

completed during a period of uncertainty

due to the impact of COVID-19. However,

we were confident that any short-term

trading impact would be alleviated as

we emerged from the first wave of the

pandemic. This has been demonstrated

and we are confident that both Medica

Ireland and RadMD are very well placed

for continued strong growth in 2022.

Continued progress made

delivering against new strategic

priorities and improving

governance

Medica has made significant

progress against delivering

its strategy and improving its

governance structure, including:

• Exceeded market expectations in

terms of profitability and cashflow due

to careful cost management and close

client engagement

• Delivering on our stated strategy by

expanding into clinical trial imaging

services via the acquisition of

RadMD, as well as via a joint venture

to collaborate on opportunities in

Australia and New Zealand

• Continuing to improve governance

and strategic input to the board by

recruiting two experienced non-

executive directors; Barbara Moorhouse

(Senior Independent Non-Executive

Director and chair of Audit Committee)

and Dr. Junaid Bajwa (Independent

Non-Executive Director and chair of

Environment, Social and Governance

(ESG) and Clinical Governance and

Quality Committees).

• Developed a comprehensive approach

to develop clear ESG metrics that

drive improved business performance

• Established a Clinical Quality and

Governance Committee of the Board

to increase oversight of factors

that are critical to continuing to

differentiate our service and respond

to client needs

Medium term growth potential

driven by the pandemic recovery

We ended 2021 in a similar position to

2020 with growing COVID-19 cases

due to the increased transmissibility of

the Omicron variant. Whilst it is largely

impossible to predict how the pandemic

will continue to run its course in 2022,

we are increasingly confident that our

clients are now better prepared to handle

COVID-19 cases and to continue to deliver

a largely ‘business as usual’ service to

elective patients. Alongside significant

growth potential in elective reporting,

we have seen, and continue to expect to

“ Despite another challenging year, it has been

pleasing to see the core business, as well as

the recent acquisitions of Medica Ireland

(formerly Global Diagnostics Ireland), and

RadMD performing strongly during 2021.

We continue to have a positive view on the

future outlook for the business and believe

the market dynamics are still very favourable

for Medica.”

Roy Davis

Chairman

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

see, a marked increase in the number of

patients attending Accident & Emergency

(A&E) departments requiring imaging

procedures to diagnose their conditions.

Both of these growth drivers in the UK

and Ireland will require us to recruit

more reporters across our business. We

have had continued success this year in

our ability to attract and retain expert

reporters as evidenced by an increase

in total reporter capacity of 5% during

2021. We continue to believe this is due

to the quality of the service we offer and

the breadth and depth of work available

for reporters to build their careers and

expertise with Medica and RadMD.

In 2020, we started to accelerate our

recruitment of radiologists in Australia

and New Zealand. Through our MedX

joint venture in Australia with Integral

Diagnostics, we have continued to

recruit in 2021 and, as we seek to

fulfil the demand from our customers,

we will be ramping up our efforts in

in 2022. In addition, we will look to

other regions for further reporting

capacity from expert General Medical

Council (GMC) certified radiologists.

In terms of our clinical trials business,

RadMD, the year started slowly as

some pharmaceutical and biotech

clients opted to delay the start of trials

due to COVID-19 until more patients

were enrolled. However, business

performance improved in H2 2021 as

we signed additional contracts with

both new and existing clients, as well

as resumed studies put ‘on-hold’ by

the pandemic. As a result, the majority

of the initial deferred element of the

contingent consideration due to the

founders of RadMD will be paid in 2022,

which is testament to their and their

team’s hard work and performance in

2021, with a small amount of deferred

consideration outstanding into 2023.

We are also starting 2022 with an

increased pipeline and backlog of

opportunities and we continue to invest

in expanding the expert team at RadMD.

Outlook

Whilst we are not yet ‘out of the woods’

in terms of the impact of COVID-19, we

have confidence that we will be able

to support our clients to tackle their

respective backlog of scanning, reporting

and clinical trial studies in 2022. We

continue to have a positive outlook on

the market and think that the dynamics

are still very favourable for Medica as

we observe more and more reporting

capacity pressure in the NHS and Health

Safety Executive (HSE) in Ireland.

Our NightHawk service continues to grow

robustly, and we expect to extend and

renew most of these contracts in 2022.

Medica is ready to take advantage of this

short to medium term market opportunity

by expanding the amount of elective

reporting capacity we can provide to our

clients by

encouraging more radiologists

to report for Medica in the UK and

Ireland. Government-led initiatives in

Ireland have already commenced to

reduce the backlog of patients requiring

scanning and, in the UK, the NHS has

launched its ambitious Community

Diagnostic Hubs programme to conduct

more diagnostic imaging outside of

hospitals, which aligns favourably

with Medica’s core competencies.

Medica is also focussed on continuing to

improve our reporting systems as part of

the FutureTech programme, rolling out

further Augmented Intelligence (“AI”)

solutions, increasing productivity of

existing radiologists, as well as recruiting

more reporters overseas and dual-

certifying radiologists in UK and Ireland

to support our respective businesses.

Further, we are confident that we are

well-positioned to capitalise on the fast-

growing market for imaging services for

clinical trials. We expect to continue to

invest in RadMD to underpin growth in

the team and systems, as well as look

for opportunities to increase our scale.

The healthcare industry is evolving rapidly

and the pandemic has allowed clients to

move at pace and make quick decisions

which would otherwise have taken longer

pre-pandemic. A dependable, reliable

and high-quality provider like Medica

with an equal willingness to embrace

change and look for opportunities

means we should be well-positioned

for growth in the evolving market.

I would like to finish by thanking all

our clients for choosing Medica as

their imaging and diagnostics partner

for clinical diagnosis and clinical

trials. I would also like to recognise

the huge efforts taken by our network

of radiologists, radiographers and

specialist doctors around the world who

strive to provide timely and accurate

reports for our clients day

-in, day-out.

I would like to thank our investors

for their confidence in the Company

in these challenging times. Finally, I

would like to thank our operational

teams based in UK, Ireland and US

who have continued to demonstrate

resilience and progress during what

was another tough year across our

industry and look forward to continuing

the execution of our strategy in 2022.

Roy Davis

Chairman

11 April 2022

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CEO report

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

The strong performance

demonstrated in 2021

was again testament to

our excellent team and

their ability to execute

initiatives across the

Group. This extends not

only to our teams working

day and night to deliver

fast, efficient and reliable

reports for patients, but

also to those directly

scanning and screening

patients and participating

in clinical trials. I am

pleased that we ended

2021 with strong run-rate

financial performance

bolstered by a recovery

in our Elective business

above pre-pandemic

levels, significant renewal

of existing NightHawk

contracts coupled with new

client wins and growth in

our international businesses

in Ireland and the US.

The Company has continued to make

excellent progress in 2021 and the first

quarter of 2022. This includes:

• Launching our new PACS. This has

been a significant project requiring

input from all elements of the team

in the UK. This project saw all of

our radiologists, radiographers

and specialist doctors (together

“Reporters”), transition to our new

provider in a short timeframe with

no loss of service to our clients. We

expect that this will have significant

benefits going forward that will drive

operating leverage

• Completing the acquisition of RadMD

and immediately strengthening the

team by recruiting an operations

director, chief commercial officer

and finance director. We have also

expanded the range of customers with

whom we work at RadMD and have

entered some exciting new fields with

contract wins

• Continuing to deliver our patient-

facing ophthalmology screening and

surveillance services in Ireland despite

the huge impact of COVID-19 on

staffing levels and patient activity. Our

team has continued to receive praise

from the National Screening Service

in Ireland for their ongoing ability

to deliver the service despite these

obvious challenges

• Being awarded the prestigious

“Overall Best Project” for Medica’s

delivery of Augmented Intelligence

for Stroke patients in the Association

of Project Management annual

awards beating many other worthy

projects including some from large

FTSE100 companies

• Expanding our team across the UK,

Ireland and the US, as well as hiring

a General Manager to lead our joint

venture in Australia; MedX

In September 2021, the Company

conducted its first Capital Markets Day

event. This was well-attended and gave

us the opportunity to update investors on

our progress against the strategy, as well

as showcase our wider team and projects,

such as our FutureTech programme and

Augmented Intelligence approach. It was

also an opportunity for investors to meet

the heads of our Irish and US businesses

for the first time and to better understand

the significant market opportunities in

both countries. At the event, we reiterated

our strategy to investors and devoted

time to explain the growth opportunities

in each of our market segments.

Significant progress

against our

strategic goals

Medica’s strategy can be summarised

as follows:

1. Be the trusted, go-to partner for

healthcare providers with a reputation

for reliability and transparency to

enhance patient outcomes

2. Invest in our people and systems to

build an engaged and motivated team

3. Be the company of choice for

specialist doctors and clinicians

wanting to expand their expertise in

telemedicine

4. Deliver profitable, diversified growth

underpinned by commitment to ESG

with focus on market-leading clinical

governance

“ The year saw Medica continue to deliver

on its strategy by diversifying its offering,

broadening geographic reach and investing

in technology. With these strategic

developments – including the acquisition

of RadMD in the US and the successful

launch of Sectra PACS in the UK – as well as

conducive market dynamics as customers

seek to reduce the imaging backlog caused

by Covid-19, there are strong foundations in

place to support our growth.”

Dr Stuart Quin

Chief Executive Officer

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Taking each in turn, I am pleased that we

have delivered significant progress in 2021

against each of the drivers of our strategy:

1. Be the trusted, go-to partner

for healthcare providers with

a reputation for reliability

and transparency to enhance

patient outcomes

More customers trusted Medica

to deliver services in 2021

than in any previous year.

This trust is underpinned by our

reputation for delivering a high-

quality service 24/7. What this means

in practice is that whenever clients

choose to send urgent or elective scans

to Medica for reporting, we will ensure

that we have the right specialist doctor

or clinician available to report the

exam within the timeframe required.

Not only this, but our reports are

routinely audited to ensure that they

meet the Royal College of Radiologist

standards and so that we can

continue to provide helpful feedback

to our experts on their reports.

Where Medica has long-term

relationships with clients, it is working

more closely with hospitals to improve

communication and information flow

such that Medica is better prepared

to manage peaks in demand for its

services particularly around holiday

periods, but also in support of local

backlog initiatives. Our systems

already support close integration with

hospital data, but often last-minute

requests from clients require additional

reporting capacity at short notice.

By planning more effectively, we can

help support our clients much better.

This client trust is also evident in the

businesses that we have acquired:

RadMD’s experienced team is

frequently trusted to help to resolve

issues with so-called “rescue studies”;

trials that have started but were not

designed correctly and hence are not

delivering the expected endpoints.

This expert knowledge developed

over many years is one of the key

factors in clients’ decisions to work

with RadMD and failure to properly

plan and execute the imaging

component of clinical trials can

result in costly delays to new therapy

approval and, in the worst case,

failure to gain new drug approval.

In Ireland, where Medica scans

patients as well as reports the digital

image, the strong relationship with

clients is also evident. This has

been tested over the last 12 months

where we have had to continue to

deliver a scanning and screening

service in our radiology, ultrasound

and ophthalmology businesses

respectively, despite maintaining social

distancing and increasing the time

between scans to sanitise equipment.

Over time, these relationships

invariably lead to additional

opportunities as Medica is trusted

to deliver one scanning service, but

where support is needed to improve

the performance of other services. In

this way, Medica can expand its range

of services to meet clients’ needs.

NightHawk services continued

to grow strongly driven by

higher admissions at A&E

departments and a growing

requirement for out-of-hours

services in Ireland

Emergency admissions to hospital in

England continued to climb in 2021.

According to NHS England data

published in January 2022, emergency

admission growth over the previous

three months, compared to January

2021, was 9.6%, and over the last 12

months, compared to the preceding

12 months, was 13.3%. This correlates

with the increase in urgent, out-of-

hours exams that have been reported

by Medica in 2021 where we recorded a

circa 1% increase in activity on average

each month throughout the year.

Many of our existing contracts were

renewed in 2021 demonstrating the

fact that clients continue to trust

Medica to deliver an urgent service

24/7. In addition to continuing to

support existing customers, Medica

also won new contracts to deliver

out-of-hours reporting services

across the UK. As we enter 2022, the

Company has a significant number of

new contract opportunities that are

being tendered, as well as renewals

of existing client contracts.

In Ireland, Medica was pleased to be

selected by several hospitals to provide

out-of-hours reporting services. This

market is still nascent in Ireland, but as

we predicted when we acquired Global

Diagnostics Ireland, it is accelerating

as hospitals feel the combined

pressure of increasing imaging

volumes coupled with a shortage of

sub-specialist radiologists available

to report during the night-time.

The UK and Ireland teams have been

working closely together to increase

capacity of reporting. One example

of such a synergy has been the efforts

to ‘dual certify’ many of our UK

radiologists so they are both UK and

Irish Medical Council certified and,

therefore, provide a more flexible pool

of reporters. Additionally, as we grow

our out-of-hours service in Ireland,

the team is increasingly drawing on

both the operational and commercial

expertise of the respective teams.

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STRATEGIC REPORT

GOVERNANCE

FINANCIALS

CEO report

continued

Elective reporting: confidence

increasing as pandemic

recovery continues

In 2021 we saw a strong recovery

in activity as the impact of the

pandemic on elective activity has

abated. Our clients both in Ireland

and in the UK, are now much better

placed to separate COVID-19 related

cases from Elective cases. This is

evidenced by the continued increase

in month-on-month activity that we

have seen across our portfolio of

clients during 2021. Looking ahead

into the medium term, we expect to

see an increase in scanning activity

as clients get to grips with record

waiting lists for procedures which in

turn drives imaging activity. According

to the NHS, this backlog pressure

is expected to endure for at least

the next two years. In addition, as

noted by the UK Health Secretary

recently, UK waiting times are set

to continue to grow and only likely

to recover in 2024 and initiatives to

tackle this growing backlog will also

increase the requirement for imaging.

In late 2021, the NHS in England

announced those companies that

have been successful in joining

the Community Diagnostic Hubs

framework and Medica was delighted

to be amongst them. This ambitious

project expects to realise around 150

community-based hubs that will offer

a range of out-patient diagnostics

including routine Plain Film (PF;

X-Ray), Computerised Tomography

(CT) and Magnetic Resonance Imaging

(MRI) scanning. Medica is well-placed

to offer reporting services to these

hubs and to play a strategic role in

supporting existing and new clients

with efficient delivery of imaging in

an outpatient, community setting.

In Ireland, Medica has been successful

in winning backlog elective contracts

with the HSE (Irish equivalent of the

NHS), as well as providing reporting

services for independent sector clients

and insurance companies. Medica was

proud to partner with VHI, Ireland’s

leading health insurance company. to

be the exclusive provider of imaging

diagnostic services across their sites,

including at their new flagship site in

Carrickmines in the south of Dublin

which opened in February 2022. We

have also partnered with organisations

such as the Children’s Health Institute

where we have supported them to

develop a bespoke hip screening

service for neonates. These are some

of the examples of the creative ways

that we are building the organisation

in Ireland to support our clients.

Also in Ireland, we have been proud

to continue to be able to deliver

our diabetic retinopathy screening

service throughout the period of the

pandemic, working closely with the

National Screening Service to ensure

that patients are contacted, screened

and appropriately referred for follow

up intervention. This service, now

in its tenth year, serves around half

of the diabetic population in Ireland

delivering both a surveillance and

screening service for patients.

Acquisition of RadMD,

a leader in imaging for

clinical trials

In March 2021, we were excited to

announce the acquisition of RadMD

based outside Philadelphia in the

US. RadMD is a specialist business

focused on design and delivery of the

imaging component of clinical trials.

The company operates in the $1 billion

market which is growing quickly in

response to the increase in demand

for imaging services in therapeutic

areas such as oncology and neurology.

Since the acquisition, we have

recruited new members of the senior

team to support the founders, Drs.

Richard Patt and Kohkan Shamsi,

ahead of expected growth in the

company. This has already had a

positive impact on the business

generating additional opportunities

with numerous new clients and

helping to bring experts into the

team with significant experience

in leading operations for imaging

core labs, as well as extensive

commercial and finance expertise.

Also since acquisition, RadMD

has grown its combined pipeline

and signed backlog of contracts

awaiting commencement in 2021 by

34% from $40m to $53.6m. This is

testament to the hard work of the

team, but also to the acceleration

of studies, many of which were

postponed during the pandemic. We

expect the strong underpinning of

orderbook and pipeline coverage to

translate into strong earnings growth

throughout 2022 and beyond and

are increasing our capacity in both

people and infrastructure accordingly

to ensure that we continue to

expand to meet our clients’ needs.

MedX joint venture in Australia

and New Zealand

In February 2021, Medica formed

a joint venture (JV) with Integral

Diagnostics Pty, listed leader in

radiology clinics and teleradiology

services in Australia and New Zealand.

The initial focus of the partnership

is to accelerate building reporting

capacity during the daytime hours in

Australia and New Zealand to report

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urgent exams in the UK during the

night-time. We have recruited an

experienced general manager for the

MedX joint venture who will support

the growth in reporting capacity for

the respective JV partners, as well

as to develop our wider out-of-hours

teleradiology reporting offering for the

Australian and New Zealand markets.

2. Invest in our people and

systems to build an engaged

and motivated team

Medica has continued to invest in

its people despite the impact of

the pandemic on the underlying

business. We have also reorganised

our business to create a structure

that will provide shared services

across the Group enabling our skilled

finance, medical, clinical governance,

information technology, recruitment,

and compliance teams to support

their colleagues across Medica.

Whilst a new structure was necessary

to underpin our future growth

strategy, it also presented the

opportunity to promote members

of the team into new roles across

the Group or within their country

organisations. This included Sarah

Burns, formerly COO, taking on the

new role of UK Managing Director

and Kevin Terrins, formerly UK

Business Development, assuming

the new role of Group Director of

Corporate Development. Kevin will

be working closely with me to drive

organic growth across the business

and to ensure that we deliver

synergies across our operations.

Further, we have invested in additional

resource to support phase two of our

ambitious “FutureTech” programme

– the first phase of which went

live in February 2022. We see this

as an ongoing programme which

will deliver significant benefits

over the next 24 months but will

remain a critical component of

our strategy going forward as

we deploy further workflow and

Augmented Intelligence solutions.

Outside of the UK, we have also

invested in senior operations

and commercial roles in Ireland

and the US, as well as a finance

director role for RadMD.

Taken together, this represents a

significant investment in all our

people and provides the opportunity

for long-term career development

for all of our employees at Medica.

FutureTech project delivering

on time and on budget

In terms of systems, much of 2021

was spent preparing the groundwork

to launch our new PACS in early

2022. This required significant

stakeholder engagement with our

new PACS provider, Sectra, as well

as with clients, our radiologists

and clinical teams, our service

delivery and IT teams, as well as

finance and compliance functions.

Our FutureTech team was recognised

by the Association of Project

Management winning not only the

“Best Project in IT”, but also the

overall prestigious “Best Project”

awards for delivery of our first

Augmented Intelligence tool powered

by Qure.ai to assist our doctors in

diagnosing intracranial haemorrhage

of patients who have suffered a

stroke. This AI tool has supported

improved quality of reporting by

reducing the chance that hard to

detect brain bleeds are missed, as well

as demonstrating an improvement

in the time to report urgent stroke

cases of 13%. These awards pitted

Medica against some of the largest,

best-known FTSE100 companies

and we were thrilled that the delivery

of this important project received

international recognition. This is credit

not only to our project management

team, but also to the many reporters,

technicians and experts across

Medica who worked hard to ensure

that our new PACS was ready for

deployment by the end of 2021.

In early February 2022, Medica

launched its new PACS – the first time

in our history that we have replaced

our core reporting system in favour of

a state-of-the-art solution. This project

has been managed by a dedicated

team and the first phase was

pleasingly delivered slightly ahead of

time and budget. Whilst the Company

experienced some temporary

reduction in reporting capacity during

the few days of transition to the new

PACS as radiologists familiarised

themselves with a new system and

Medica calibrated the new PACS

to accommodate the volume of

cases reported, the system is now

operating as planned and is starting

to deliver expected benefits.

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CEO report

continued

The immediate benefits of the new

PACS are multifactorial and include

an improved reporting environment,

increased speed of reporting and

throughput of studies and reduced

workflow steps for our radiologists

and clinical teams. Going forward,

our ambition is to be able to more

easily integrate new tools such as

Augmented Intelligence, advanced

visualisation and data analytics. The

Company has indicated to investors

that it expects the initial planned

phases of the FutureTech programme

to be delivered by 2023 and to cost

up to £6m. Once fully deployed, our

expectation is that the new systems

will not only deliver an improved

reporting environment, enhanced

productivity and functionality, but will

also generate operating leverage and

increased scalability to meet demand.

3. Be the company of choice

for specialist doctors and

clinicians wanting to expand

their expertise in telemedicine

We continue to have the largest

network of radiology experts in the

UK and we are expanding this network

into other countries to provide more

resilience and capacity to support

our clients. In 2021, we expanded

our network in Australia and New

Zealand, as well as in Ireland. We

now have an increasing pool of

radiologists that are dual certified

to report cases in Ireland and the

UK which provides resilience in our

capacity. We have also invested

in developing and growing our

radiologist recruitment team and

now have a robust team to manage

the relationship with our doctors and

clinicians from the first moment they

speak to Medica and throughout the

time that they choose to work with us.

In the US, our RadMD business

focused on clinical trials, has also

widened its pool of radiologists to

support new studies both in the

US, but increasingly in Europe with

some studies now starting in Asia.

During 2021, we focused on improving

our continuing education programme

for our reporters. We started hosting

regular seminars on topics that are

relevant to our radiologists and

clinical experts. These seminars count

towards the continuing education that

our doctors are required to do as part

of their roles in the NHS. They also

allow experts within our network to

share their expertise across a range

of diverse topics such as AI tools,

cancer reporting criteria and specialist

areas of imaging such as Positron

Emission Tomography (PET-CT) and

have been well attended and received.

4. Deliver profitable, diversified

growth underpinned by our

commitment to ESG with

focus on market-leading

clinical governance

At the Capital Markets Day

management reiterated its short to

medium financial and investment

targets- which are as follows:

• Group Growth Rate and Revenue

Target – Growth of core UK

business at 12-14% and recently

acquired US and Irish companies

by over 15% in the short to

medium term with an overall

target of c.£100m revenues in

3-5 years excluding any non-

organic growth

• Target Margins – Gross margins

of over 45% and underlying

operating profit margins of over

20% in the short to medium term

• Target Return on Capital

Employed (ROCE) – ROCE of

at least 15% within a reasonable

period for such opportunities

whilst looking to maintain group

ROCE above 20% overall

• Target Cash Conversion –

Underlying operating profit to

cash conversion of at least 80%

Commitment to ESG

Medica has significantly revised its

approach to measuring and reporting

ESG metrics in 2021. Our framework

focuses on four key areas of our business

that benefit from our commitment to

ESG. These areas are aligned to the

Sustainability Accounting Standards

Board (SASB) international standards

for healthcare companies.

1. People and Community

2. Responsible Operations

3. Environmental Impact

4. Customer Centricity

Details of our ESG framework, approach

and measures are set out in detail in our

new ESG report on Pages 14 to 22 of the

Strategic Report.

Clinical governance

Medica has a commitment to audit up

to 2% of Elective plain film and 5% of

Elective cross-sectional (MRI/CT) scans.

The Clinical Governance Committee

at Medica chaired by Dr.Robert

Lavis, Group Medical Director, meets

monthly to review performance data

in terms of audit, regulation and any

clinical matters requiring attention. The

members of this committee include

expert radiologists that cover the main

disciplines within the clinical service.

The audit process is governed as part

of the Clinical Governance and Quality

Committee of the Medica Board, which

meets quarterly and is chaired by Non-

Executive Director, Dr. Junaid Bajwa, and

establishes the framework to monitor

overall clinical governance across Medica.

The NHS tends not to audit exams unless

there are specific clinical reasons to do so,

hence if you are an NHS radiologist, you

tend not to receive regular feedback on

the quality of your reporting. Therefore,

our radiologists continually cite the fact

that Medica regularly audits a proportion

of their reports as being a differentiator

and very useful feedback that they can

not only use to improve the quality of their

reporting at Medica, but can also take

with them back into their NHS day jobs.

Diversified growth

opportunities

Telepathology reporting

As hospitals make progress with digitising

histology and cytology specimens

embedded in glass slides thereby creating

a digital image, this presents Medica with

the opportunity to be able to establish

a similar remote reporting service for

pathology cases, as well as radiology.

This not only presents a new market

opportunity for Medica, but importantly

it offers existing clients an integrated

service that focuses on broader diagnosis

of a patient’s condition. The best

example is the diagnosis of cancer which

requires often both analysis of tissue or

individual cells, as well as radiological

examination of the tumour in situ. These

data, taken together, would provide an

integrated report for the oncologist and

medical team in the hospital. To do this,

Medica will need to integrate pathology

reporting applications into its current

PACS reporting system, which it is now

able to do with the migration to Sectra as

our partner. Additionally, Medica would

need to build a network of pathologists to

be able to remotely report the images in

the same way that we currently provide

this service for radiology. This project is

ongoing, and we look forward to being

able to provide this service in the future.

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International expansion and

continued diversification

• Clinical trials: Medica’s entry into

the exciting clinical trial market for

medical imaging will continue to be

an area of focus in 2022. The nature

of the market is such that it provides

services to clinical trials operating

across the globe. RadMD’s customers

are also international and increasingly

we are growing our customer base

outside of the US into Europe and

Asia where there is a fast-growing

life sciences market. As we grow,

RadMD will invest in systems to

generate operating synergies across

our customer base and enable the

company to benefit from the scale

effects that growth brings. Medica

will continue to expand both the range

of services and therapeutic areas

covered, as well as the international

footprint of clients during 2022.

• New teleradiology and telemedicine

markets: In 2020, Medica entered

the Republic of Ireland. We saw the

Irish market as having very similar

dynamics to the UK, but not yet at

the same level of outsourcing of key

clinical services such as radiology.

As we expected, this is changing

and Medica Ireland is well-placed

to take advantage of the growth in

the market. During 2022, Medica

will continue to evaluate new market

opportunities for teleradiology in

Europe and further afield, as well as

continue to look at expanding into

new areas of telemedicine. In addition,

Medica will look to build on existing

international partnerships to expand

its reach into new markets.

Positive start to 2022

Medica has worked closely with existing

customers throughout the past twelve

months to extend existing contracts

and sign new contracts to deliver both

out-of-hours (NightHawk) and Elective

services. In addition, we are seeing

strong growth in patients attending

A&E and requiring imaging in both the

UK and Ireland. Whilst February was a

challenging month as many radiologists

took annual leave and Medica transitioned

to its new PACS as described above,

March performance has returned to

plan and we are focused on accelerating

recruitment of new radiologists whilst

continuing to deliver benefits from the

new, enhanced PACS functionality.

Despite the emergence of the Omicron

strain in late November 2021 which

peaked in January 2022, the adverse

impact on the number of elective cases

being referred to Medica as a result

of this was minimal, although this did

impact the availability of reporters in

some cases. This demonstrates that the

majority of our clients have been able to

successfully resume a level of scanning

not dissimilar from pre-pandemic

levels. We now expect clients to start to

operationalise projects to significantly

deal with the backlog of patients working

with scans including extending scanning

hours within hospitals, closer working

with independent hospital groups and

scanning companies, as well as making

use of central NHS and HSE funding to

invest in upgrading to more efficient,

faster throughput scanning equipment.

With strong demand from our customers,

we will continue to manage capacity

carefully and explore recruitment options

in order to maximise output in the UK and

Ireland. Our focus is on the recruitment of

new sub-specialist radiologists, as well as

working closely with our existing reporter

network to improve the overall efficiency

through better systems and processes

In the US, we have continued to see

conversion of pipeline projects into

signed contracts and new opportunities

materialising in areas allied to our

traditional focus of oncology. The

commercial and operations teams are

actively pursuing a broader pipeline of

opportunities supported by RadMD’s

founders, Drs. Patt and Shamsi. This has

seen RadMD work with new customers

in new markets and with Medica’s

support, we are also starting to work

in areas such as pathology and in new

countries where we see opportunity

to expand our service offering.

Finally, we continue to pursue our organic

growth strategy to further diversify our

remote reporting services into areas

such as telepathology, and to expand the

scale and breadth of our telemedicine

services via potential acquisitions.

I continue to be confident that the

quality of our team and the extensive

network of highly-skilled radiologists,

radiographers, sonographers and other

specialist medical experts delivering our

service, will propel our future organic

growth. Alongside this, we continue

to look for exciting partnerships and

acquisitions that will underpin our

growth strategy and further diversify

our revenue, breadth of services offered

and geographic footprint for the future.

I would like to close by thanking all

of our team including our network of

radiologists, radiographers and specialist

doctors who have contributed their

part in what has been a challenging

recovery year for Medica and the wider

healthcare sector as we started to emerge

from the pandemic. I look forward to

continuing to deliver on our ambitious

growth strategy in 2022 and beyond.

Dr. Stuart Quin

Chief Executive Officer

11 April 2022

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Our services

At its core, our business model

can be summarised as identifying

opportunities to improve the service

available to our clients and patients

using technology and a strong

governance framework. Improvements

in services are demonstrated by any

combination of the following:

• Higher clinical quality, leading to

improved patient outcomes;

• Timely delivery, facilitating improved

patient outcomes and/or improved

patient satisfaction;

• Increased return on investment

forour clients.

Medica Group provides

teleradiology, teleophthalmology,

managed imaging services, and

clinical trial reading and imaging

management services.

Teleradiology is the secure electronic

transmission of radiological patient

images, including PF, CT scans and MRI

scans, from one location to another, for

the purposes of diagnostic interpretation

and reporting by highly qualified

radiologist experts. Through teleradiology,

images can be transmitted from the

hospital setting, where the images are

created, to a reporter who can review

and report on the images remotely.

In the case of Medica, these reporters

comprise consultant radiologists,

reporting radiographers and

rheumatologists, all specialising in

their relevant field, reporting on the

images from their own home office.

Teleradiology improves patient care

by enabling reporters to provide their

services remotely, thereby facilitating the

rapid availability of trained specialists

24 hours a day, 365 days a year.

Teleophthalmology is the secure

electronic transmission of photographs

of the eye from one location to

another, for the purposes of diagnostic

interpretation and reporting by highly

qualified experts. Teleophthalmology

is particularly useful in the context

of community screening for potential

eye diseases. Medica Group currently

provide the Diabetic RetinaScreen service

to around half of the Irish population

in partnership with the Irish National

Screening Service. We provide a full

end-to-end screening service, arranging

appointments, taking photos of the

eye in convenient community locations

which are then collated centrally for

review and reporting. If the images show

no evidence of disease progression (or

other abnormality) the service user is

kept on the surveillance cycle and we

will see them again after an appropriate

interval. If there are signs of disease

progression (or other abnormality) they

will be referred to a specialist centre

for further investigation or treatment.

Managed imaging services, is the

provision of end to end imaging to

healthcare providers. For Medica this

includes the provision of facilities,

staffing, imaging equipment, appointment

scheduling, imaging, and reporting via

our teleradiology service. We provide

a service which is tailored to the

client’s requirement giving them the

flexibility to provide elements of the

service themselves. We provide X-Ray,

CT, MRI, Ultrasound and Dual Energy

X-Ray Absorptiometry (DEXA – bone

density scans) managed services.

These range from short-term contracts

to aid with waiting lists or improved

patient access, right through to long-

term contracts where we establish

lasting partnerships with our clients.

Clinical trials imaging services

Clinical trials support the development

of new treatments (drugs, therapies and

devices) to improve patient care and

patient outcomes. A large proportion

of clinical trials utilise medical imaging

performed at regular intervals to provide

empirical data on the impact of the new

treatment. Medica provide consultancy,

project management, training and reader

services for clinical trial imaging. Clients

include pharmaceutical and BioTech

companies, device manufacturers and

Contract Research Organisations.

Multi-disciplinary teams (MDT)

Medica provides MDT support as part of

our elective reporting service. This service

supports clients who have specialist

radiologist capacity gaps by leveraging

the large cohort of radiologists at Medica

who have experience and expertise

of working in an MDT environment.

Medica radiologists attend virtual

meetings on a regular basis to discuss

the diagnosis and suggested treatment

for individual patients alongside the

hospital’s on-site clinical team. Working

with other healthcare professionals

such as pathologists, haematologists,

and clinical oncologists they assist in

making timely decisions that directly

affect patient treatments and outcomes.

Why might a client

choose Medica?

• Rapid flexible set up options,

providing support to clients when

they need it;

• Experts are available to discuss or

clarify reports with clients;

• Experienced in-house technical team

offering full support 24/7;

• Platform designed with contingency

systems providing a robust and

resilient network;

• Access to a network linking Medica’s

over 500 reporters with over 100

hospitals;

• Market-leading Emergency service

delivering high quality reports in a

timely manner to support critical

decisions in patient care.

• Decades of experience in clinical

trial design and execution, coupled

with an extensive network of

experienced readers.

Business Model and Services

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Annual Report for the year ended 31 December 2021

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Our approach to understanding our impact and

building a sustainable business

In order to achieve our mission of leading the way in telemedicine and putting

patient outcomes at the heart of what we do, we recognise the importance of the

Environmental, Social and Governance (ESG) activities that underpin our business.

Our employees, clients, consultant radiologists, radiographers, specialist doctors

and wider stakeholders make achieving our mission possible. Following a detailed

review and materiality assessment during 2021, our framework and approach

to ESG has been updated to focus on four key pillars; People and Community,

Responsible Operations, Environmental Impact and Customer Centricity.

Each pillar is relevant to the Group’s business strategy and the framework has been

approved by Medica’s ESG sub-committee, chaired by independent Non-Executive

Director Dr. Junaid Bajwa. The committee meets quarterly and provides advisory

oversight, supporting the Board and management to develop policies, frameworks

and strategies for key ESG matters. Please refer to the chair’s letter for more

details on the committee and its activities during the year on page 49.

For each of our ESG pillars, we have outlined the key areas of focus below

and the contents of this report includes commentary highlighting the main

activities aligned to these focus areas and progress we have made to date.

SASB (Sustainability Accounting Standards Board)

We are pleased to be reporting against the SASB standard for Healthcare Delivery for

the first time. We think that this is the most appropriate internationally recognised ESG

reporting standard for healthcare companies such as Medica. Our SASB disclosure for

2021 can be found on our website at www.medicagroupplc.com/sasb-disclosure-2021.

People and Community Responsible Operations

Environmental Impact Customer Centricity

Our Mission

Leading the way with collaborative and

responsible telemedicine & putting patient

outcomes at the heart of what we do.

Unless otherwise noted, this report summarises the ESG activities and impact

of our UK and Ireland operations for the reporting period of 1January 2021

to 31December 2021 and our US operations for the period of 23March

2021, the date of acquisition of RadMD, to 31December 2021.

ESG

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Measuring our impact

As part of our ongoing commitment to building a sustainable business, the below table sets out how we measure our ESG impact

and progress.

People and Community Responsible Operations

Our commitments

1. Attract, retain and develop our people to

deliver sustained business growth

2. Promote equality, diversity and inclusion

across our business

3. Supporting and encouraging initiatives

resulting in positive community impact

4. Protect the privacy and security of the data

we are entrusted with

5. Promote ethical standards within our

workforce and onward supply chain

KPIs

• Percentage of women on the Board

of Directors

• Percentage of women on the Wider

Management team

• Internal appointments as a percentage of

total appointments

• Number of material regulatory

compliance breaches

• Total amount of monetary losses as a result

of legal proceedings associated with data

security and privacy

Targets for 2022

• Collecting data and reporting on diversity

and inclusion within the wider business

• Improving our reporter experience through

the delivery of our future tech programme

• Review the United Nations Sustainable

Development Goals (SDGs) to identify

where Medica has the biggest impact and

align to our ESG strategy

• Provide our staff with training on the risks

of modern slavery

• Carry out an employee salary review

against the National Living Wage in Ireland

Environmental Impact Customer Centricity

Our commitments

6. Minimise our impact on the environment

7. Minimise our carbon emissions

8. Put patient outcomes at the heart of

everything we do

9. Deliver exceptional clinical quality

10. Developing long-term partnerships

built on trust

KPIs

• Carbon emissions, tCO

• Percentage of NightHawk studies

completed within SLA

Targets for 2022

• Introduce further green travel initiatives

• Begin developing Medica’s net zero strategy

• Report on additional KPIs next year

• Review and align the client survey

programme across the Group and report

on Net Promoter Score

• Increase the reporter engagement

programme across the Group

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ESG

continued

People and Community

Our commitments

• Attract, retain and develop our people to deliver sustained

business growth

• Promote equality, diversity and inclusion across our business

• Supporting and encouraging initiatives resulting in positive

community impact

KPIs

• Percentage of women on the Board of Directors

• Percentage of women on the Wider Management team

• Internal appointments as a percentage of total appointments

Promoting equality, diversity and inclusion

Our people are our most valuable assets. They have been vital

to the success of Medica as market leader in teleradiology in

the UK and Ireland, as well as driving growth in our clinical trial

imaging business. Our ability to attract, retain and develop a

diverse and talented team is crucial to delivering our business

strategy and ensuring our continued sustainability going forward.

We are determined to make Medica a great place to work and

have a firm commitment to equality of opportunity in all our

employment policies, practices and procedures. Our recruitment

and selection processes are geared to selecting the best

candidate regardless of their age, gender, sexuality, ethnicity,

full or part-time status, disability and marital status. Our equal

opportunities policy ensures that no employee or applicant is

discriminated against. We also apply these principles to the

recruitment of the radiologists, radiographers, specialist doctors

and other clinicians that we contract with across our business.

We welcomed 195 new employees following our acquisitions

in Ireland, the US and business growth in the UK.

Our employees in numbers

2021

Total no. of employees (headcount) 329

Employee growth year on year + 146%

Split by gender Female – 60%

Male – 40%

Percentage with a permanent contract 74%

Total no. of full-time employees 207

Total no. of part time employees 122

*reporting to Senior Management Team

Our reporters in numbers

2021

Reporters by gender diversity Female – 26%

Male – 74%

We note that none of our employees are subject to a collective

bargaining agreement or represented by a trade or labour union

and our relationship with employees remains very positive.

Fostering a diverse leadership team

This year we are reporting for the first time on diversity within

our Board of Directors and senior management team (SMT).

Although the Group is not currently in scope, we are pleased

to report positive progress against the targets set out by the

Hampton-Alexander and Parker reviews. Our performance on

ethnic and gender diversity, is outlined in the tables below.

Our Board of Directors in numbers

Number of individuals on the Board 6

Percentage of women on the Board 33.3%

Number of women holding chair or

senior positions 2

Number from an ethnically diverse background 1

Our Wider Management team

Number of individuals on the WMT 27

Percentage of women on the WMT 44%

Number from an ethnically diverse background 1

Engaging with the people who help to

create our story

An engaged team of employees and reporters is vital to our

current and future success. We held regular “town hall” style

meetings, led by Dr. Stuart Quin, CEO, to share updates of our

progress and good news stories with employees across our

UK, Ireland and US based teams. Further updates are shared

with our employees and reporters through our newsletter the

‘Medica Reporter’. New members of our teams are welcomed

into the business, including interview styled introductions.

Alongside this we conducted regular education and “lunch

and learn” sessions with employees, as well as organising

a dedicated educational programme for our reporters

which is run by one of our internal radiologist experts.

Our Independent Non-Executive Director, Jo Easton, hosted

virtual employee forums during the year to hear directly

from our employees and discuss a variety of topics to review

how our people strategy is performing. Topics addressed

included experience of working for Medica, developments

to the way we work as a result of the pandemic, Medica’s

strategy, culture and values, leadership communication,

remuneration and for Medica Ireland, the acquisition and

integration experience. Two formal Board reviews of the output

and feedback took place in August and December 2021.

The Group defines employee performance management through

the setting of company-wide strategic objectives and these are

cascaded throughout the organisation. Performance against

objectives is reviewed and managed via an appraisal process and

through regular meetings between our managers and their teams.

Following on from our 2020 exercise in the UK, our Irish

business was rebranded to ‘Medica Ireland’ in March 2021.

This included updating and launching our existing Medica

values and embedding them into our Irish operations.

Our values have been further embedded into our annual

performance and development process in the UK and

we shall introduce this in Ireland and the US in 2022.

We reviewed and launched an improved staff benefits package in

our UK division, including increased annual leave allowances and

improved parental leave and compensation and benefits. We also

launched our new ‘home working policy’ in the UK, Ireland and the

US providing our employees with greater flexibility to manage their

work remotely. Additionally, we have plans to roll out a new cycle

to work scheme in 2022 that will be open to eligible UK employees.

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In addition to the benefits we provide, our ethos of recognising

and rewarding our staff remains at the heart of what we do. At

the end of 2021, our colleagues and the leadership nominated

individuals who embodied Medica’s values and we celebrated

their success with annual virtual ‘Medica Awards’ events.

Developing and growing our talent

Following on from the leadership programme we delivered in

2020, many our UK based junior managers received a similar

leadership and management programme during the year. This

supported individuals to learn and develop the skills and tools

needed to support their teams and the wider business and in

turn to deliver the Group’s strategic objectives and goals.

To further enhance our commitment to clinical excellence, we

delivered a safety critical communication training to our out

of hours NightHawk service. Developing key communication

skills ensures that our teams deal effectively with critical

messages when liaising with our customers and reporters.

Our compliance teams continued to deliver a suite of e-learning

modules for our employees and reporters. This included the

induction process and ongoing training during their time

with the organisation. This resulted in improved employee

and reporter engagement and streamlining of training.

During 2021 we ran a series of virtual ‘lunch and learn’ sessions in

the UK, Ireland and US, enabling staff to access additional training

and increase cross-functional awareness within the organisation.

We have supported the further education of our employees,

including individuals working towards MBAs, masters degrees

and specialist training and recertification across the business.

We continue to invest in our talented workforce, and

this continues to lead to regular internal promotion. This

enables the Group to develop a loyal and highly engaged

workforce, as well as continuing to maintain and develop

our culture. We continue to adopt our “grow your own”

approach to talent and where possible, will always seek

to fill internal roles by offering existing team members the

opportunity to grow and develop within the organisation.

When internal promotion was not possible, our in-house recruitment

team were on-hand to source new talent to join the organisation,

whilst keeping external recruitment agency costs down.

Internal appointments as a percentage of total

appointments

29%

Number of training hours per employee 7

Sustaining the wellbeing, health and safety of

our people

This year we increased our focus on mental health by

running a health and wellness survey across the organisation.

This resulted in the formulation of a wellness strategy

aimed to support our employees across the business.

This included running mental health awareness training

sessions and wellness-focused coffee mornings.

As our employees continued the trend of working remotely

during the year, we arranged virtual access to our coffee

mornings and ‘watercooler’ sessions as an opportunity to share

feedback and discuss key topics such as wellbeing and health.

We also hosted a live webinar with a former Premier League

footballer who shared his story about mental health challenges

through difficult times. Colleagues from all three of our divisions

joined the session and shared incredibly positive feedback.

Additionally, our employees were empowered to setup a social

committee with members joining across the organisation to

arrange social events inside and outside of the workplace.

In the UK, Ireland and US, our employees have the flexibility

to work from home, with some of the team fully remote. In the

US market, our employee health care premiums are fully paid

by the company with an additional fund provided annually in a

health savings account to assist managing the cost of health care

expenses (insurance deductibles). The health plan offers coverage

for health and wellbeing, including psychological counselling

and is a market-leading plan offering for our employees.

We have published the health and safety data collated

across all three divisions for the first time this year,

demonstrating Medica’s safety record across the Group:

TRIR (total recordable incident rate) 0

DART (days away, restricted, or transferred) 0

Attracting and retaining the highest calibre of

clinical expertise

In addition to the earlier stories on our recruitment, engagement

and development activities, the Group continues to invest in

our dedicated in-house recruitment team and our approach

to attract and retain our reporters. Delivering telemedicine

solutions with clinical excellence requires the highest calibre

of expertise. Our clinical recruitment and retention strategy

focuses on the needs of all stakeholders to ensure clinical quality

for our clients and a satisfying and rewarding experience for

our doctors. Although the majority of our reporters are not

employed with us, our strategy focuses on the importance of

investing in ongoing professional development, training and

regular audit which reinforces the quality of their reporting

output. The addition of augmented intelligence tools also

helps to assist our radiologists with reporting of critical,

highly time sensitive diagnosis of stroke out-of-hours.

Our people strategy considers all aspects of a reporter’s

interaction with us and encourages long-term retention. In addition

to our dedicated reporter recruitment and training teams, our

reporter relationship functions in the UK and Ireland provide

assistance with day-to-day queries, requirements and 24/7

support. Our clinical governance team oversee the management

of our reporters. Investment as part of our Future Tech programme

in the UK is targeted to improve the workflow experience for

reporters and functionality of the system to enhance both

the quality of reports, as well as reporter productivity.

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STRATEGIC REPORT

GOVERNANCE

FINANCIALS

ESG

continued

This year, we implemented the license to

practice (L2P) solution, streamlining the

appraisal process for our reporters and

our clinical governance team. Ongoing

wellbeing has been introduced as a

discussion item for all annual appraisals.

In the UK and Ireland, the job plans for

our Reporters are regularly reviewed to

ensure they are not overworking when

they report for Medica. For further

details on our approach to reporter

governance, please see our ‘Customer

Centricity’ section on page22.

Reporters who partner with Medica

experience more than just reporting

and reading work. We provide flexible

scheduling, with both ad-hoc and regular

reporting work to suit their availability.

This year, we offered leadership

development initiatives, allowing

reporters to participate in working groups,

focus group involvement and present on

a series of educational seminars. We also

supported our reporters with mentorship

opportunities and access to the seminar

series. Our reporters in the UK and

Ireland also have an exciting prospect

of undertaking work for both divisions

as we continue to align and develop

our service offering in both countries.

In the US, our reporters are offered a

flexible schedule and the ability to be

fully remote and work from anywhere

in the world. We support them through

regular communication channels

including updates on upcoming projects

and sharing feedback from labs.

Community impact and

charitable causes

The Medica team is proud to work for a

company that makes a real difference to

improving patient welfare and contributes

to saving lives. Our NightHawk and

Elective services in the UK do this by

providing high quality complex reports

back to hospitals quickly to support

diagnosis of illness and disease that

directs the care of the patient. In Ireland,

our diabetic retinopathy (DR) screening

service can quickly identify and reduce

the likelihood of blindness through a cost-

effective screening approach. Further, in

the US, we support our clients to analyse

imaging data from clinical trials that aim

to demonstrate safety and efficacy of

novel therapies including for cancer.

We are always looking to innovate and

improve the quality of our services. A

recent example of this is the extended

investment in critical communication

training for our emergency out of

hours team. This was directly aimed to

improve patient outcomes particularly

in time-sensitive conditions such as

stroke and trauma diagnosis pathways.

Our business continues to help improve

the day to day reporting experience

for our consultant radiologists and this

ultimately improves patient outcomes.

There are many ancillary benefits of

teleradiology to the NHS apart from

providing much-needed reporting

capacity. Radiologists want a more flexible

portfolio career that allows specialisation

and telemedicine is a great way to

achieve this. Our consultants continue

to augment their expertise by focusing

on particular types of sub-specialist

reporting which benefits the NHS and

in the case of reading for clinical trials,

our pharmaceutical and biotech clients.

Medica’s clinical audit process is valued

by our radiologists as this is rarely

conducted in the NHS or HSE systems.

They receive support and feedback on

their reporting quality and approach and

we also share best practices that help to

develop sub-specialist expertise that is

highly valued in their roles working for the

NHS in the UK or HSE in Ireland and is an

important benefit of working for Medica.

Our core business model relies on us to

continually ‘“do well by doing good” and

through our business model and strong

company values, we believe that we will

have a positive impact on our people

and the Group’s future growth. During

the year we continued to support our

charitable partner RefuAid to sponsor

doctors arriving in the UK as refugees as

they retrain to become qualified in the UK.

Our employees in the UK and Ireland

raised further charitable donations,

including fundraising for local mental

health and homeless charities; the

latter by collecting and donating

clothing and supplies, essential

during the winter months.

Responsible Operations

Our commitments

• Protect the privacy and security of

the data we are entrusted with

• Promote ethical standards within

our workforce and onward

supply chain

KPIs

• Number of material regulatory

compliance breaches

• Total amount of monetary losses

as a result of legal proceedings

associated with data security

and privacy

Behaving ethically with good

governance at the heart of

what we do

We remain committed to maintaining

and implementing policies to ensure

we operate in a manner that is both

responsible and ethical. This is essential

to ensuring that our business grows in a

sustainable manner. Behaving ethically

involves everyone at Medica from

our Board of Directors down and all

employees are required to abide by our

Employee Code of Conduct and is made

available via Medica’s internal network.

We operate in accordance with the

Universal Declaration of Human Rights

and take account of other internationally

accepted human rights standards. We

also promote human rights through our

employment policies and practices,

our supply and value chains.

We conducted a review of the hourly

rate of all UK staff and workers in 2021

to satisfy ourselves that the National

Minimum Wage and National Living Wage

were being paid in all circumstances.

We continue to maintain this position

and obtained the National Living Wage

accreditation during the year as a

further statement of our commitment.

The Group publishes a Modern Slavery

statement in line with the requirements

of the Modern Slavery Act 2015. We

also have a Modern Slavery Policy

that reflects our commitment to act

ethically and with integrity in all our

business relationships. The Policy is

made available to all workers to ensure

they understand our responsibility and

attitude towards modern slavery. Our

annual Modern Slavery Statement can

be found on the footer of our website

at www.medicagroupplc.com.

Medica maintains and implements

policies that demonstrate commitment

to adhere to regulations on tax and

financial transparency. We refrain

from using offshore jurisdictions for

tax planning and our tax payments are

aligned with revenue generating activity.

We continue to adhere to regulations

on anti-bribery, anti-corruption and

anti-money laundering. We reviewed

our policies and process with external

auditors to ensure continued adherence

with the Criminal Finances Act 2017.

Our Whistleblowing policy enables

anyone from any level of the organisation

to report known or potential breaches

of our code of conduct and policies.

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

We have further developed our risk

management framework and this has

been further embedded into our business,

following our acquisitions in 2020 and

2021. During the year we aligned risk,

project and performance management

across our UK, Ireland and US divisions.

Further information on our approach

to risk can be found in our Risks &

Uncertainties report on pages 34 to 37.

We would also refer you to our Corporate

Governance report on pages 40 to 42.

Number of material regulatory

compliance breaches 0

Ensuring we work with ethical

and responsible supply

chain partners

We are committed to working with

suppliers who demonstrate highly

ethical business practices. Our supplier

management and assurance process

ensures that suppliers are assessed for

supply chain risks, including modern

slavery, privacy and data security. This

is driven by our internal Information

Security & Risk team with support and

engagement across the business. In 2022,

our target is to develop a supply chain

code of ethics policy to further support

our existing supplier risk processes.

Protecting the security and

privacy of the data we are

entrusted with

The risks from cyber security continue

to rise globally and so too does

the need to protect our customer’s

patients, our employees and Medica’s

other information assets.

Cyber and privacy risk is reviewed

alongside our wider risk management

approach and was regularly reported

on by our Head of Information

Security & Risk and discussed

with the Senior Management

Team and Board of Directors.

Our UK and Ireland divisions are

accredited and certified to a number of

quality and security focused standards,

including the Quality Standards of

Imaging (QSI) and CHKS for our

teleradiology operations and both ISO

27001 and Cyber Essentials to support our

internal information security management

system. In addition to our own internal

audit process, our management systems

are regularly audited by external

certification and accreditation bodies

to provide assurance against the

standards, our policies and our controls.

Our IT, security and business

teams successfully identified and

stopped a number of cyber attacks

during the year. One such example

originated from China, attacking one

of our external facing systems.

To fully support and develop awareness,

employees are provided with regular

training on relatable security and

privacy topics, including the risks

from the internet, email security and

data protection (UK and EU GDPR).

Medica has dedicated budget for

investment in cyber security with a

particular focus on staff awareness and

IT security technologies. We have also

obtained Cyber Insurance for the Group.

More information can be found in our

‘Information Security and Data Protection

Overview’ publication, located on

our website at www.medicagroupplc.

com/privacy-security-overview.

Total amount of monetary

losses as a result of legal

proceedings associated with

data security and privacy

(£) zero

Environmental Impact

Our commitments

• Minimise our impact on the

environment

• Minimise our carbon emissions

KPI

• Carbon emissions, tCO

Minimising our

environmental impact

Medica actively considers its

environmental footprint and the

impact that decisions may have on

the environment and particularly

climate change. As a technology &

services focused Group with most of

its staff either working from home or

employed in one office location and

radiologists contracted mainly from

their own homes, we believe our own

environmental footprint remains small.

Our environmental policy sets

out our core foundation of

environmental and sustainability

principles, a copy is available on our

website at: www.medicagroupplc.

com/environmental-policy.

Following on from the pandemic we

have implemented a working from home

policy in our UK and Ireland divisions.

This has resulted in higher levels of

remote working and reduced travel into

the office. Although we do not have the

data available, we believe that reducing

employee travel has positively impacted

our related carbon footprint. In the US

our team already benefit from home

working and reduced travel time.

We have continued to reduce our

environmental impact through

partnerships including leveraging existing

delivery networks, rather than delivering

reporter workstations around the UK

ourselves. This also benefits our business

with reduced lead times, quicker overall

deployment of workstations and an

improved experience for reporters.

This year we have explored the use

of virtual desktop infrastructure (VDI)

to further minimise the potential

transport of large workstations, in

particular as we continue to grow

our overseas based reporters.

We continue to maintain our clear

approach to recycling by encouraging

those in the office to use conveniently

placed bins for standard paper &

plastic recyclables, and separate

secure confidential paper recycling.

During the year, we continued to drive

the recycling of higher value items such

as redundant workstations, laptops,

PCs and cabling etc. Our process has

been further adopted for non-office

based equipment, such as server

infrastructure. Due to our approach to

re-use equipment where practicable, we

did not require any physical recycling

by our Waste Electrical and Electronic

Equipment (WEEE) regulated partners

in 2021. We do however have plans to

green recycle equipment that can no

longer be re-purposed during 2022.

In 2021, our documents requiring

execution were processed using an

e-signature solution. The use of this

solution has positively impacted our

environmental impact with estimated

savings of over 1,700kg of carbon, 100kg

of physical waste, and 700kg of wood.

Following a review of our leased

head office, we have been advised

that the building was supplied

with 100% renewable source

electricity during the year.

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STRATEGIC REPORT

GOVERNANCE

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ESG

continued

Climate Disclosure Project (CDP) and Task Force on Climate-Related Financial Disclosures (TCFD)

The Group submitted its first corporate response to the annual CDP Climate Change survey and also recognises the TCFD

recommendations, in particular the relevance for organisations who have identified key risk exposure to climate change impact.

Medica’s exposure to climate risk over the near-term has been assessed and is considered immaterial due to our operating model,,

we have however set a target to start beginning the development of a climate strategy during 2022 that will set out our ambition to

become carbon neutral and achieve net zero in the future. Please find our responses to the TCFD recommendations below:

TCFD recommendation Our disclosure

Description of Medica’s governance

arrangements to assess and

manage climate-related risks and

opportunities

Medica’s Environmental Social and Governance Committee has been appointed by the Board to

identify, assess and strategically manage climate-related risks and opportunities that materially

impact the Group.

The Group’s Audit Committee is responsible for providing oversight of Group risks and

opportunities, and this includes environmental and climate-related risk. This includes risk

mitigation, strategic alignment, scenario analysis and reviewing progress against targets where

these have been set.

The ESG Committee met once during 2021 and have committed to meeting bi-annually in 2022

onwards. Medica has a very limited direct impact on the environment and is not a significant

producer of greenhouse gas emissions. Therefore, climate risk has been assessed as very low

and is considered immaterial to the Group’s future success. However, the Group recognises

that it still has a key part to play in global climate-related challenges and continues to seek

out opportunities to positively impact in this area. Our actions and impact is outlined in the

‘Minimising our environmental impact’ section on page 19.

Climate risks and opportunities are identified, assessed and managed through the Group’s

existing risk management framework and further details on this can be found in our Risks and

Uncertainties report on pages 34 to 37.

Description of how Medica

identifies, assesses and manages

climate-related risks and

opportunities

Description of how processes

for identifying, assessing, and

managing climate-related risks

are integrated into the overall risk

management process

Description of the climate-related

risks and opportunities that Medica

has identified and the time period(s)

Medica has reviewed climate-related risk and as a business we are not materially exposed to

environmental risks in the next 0-5 years. The Group employs less than 330 employees globally

and all of our offices are leased. Therefore we have not yet carried out an assessment of

climate-related scenarios.

For transparency, we have detailed the climate-related risks and opportunities that we have

identified and assessed, below:

Risk: Environmental impact events (floods, fires, storms etc.)

Our offices in the UK and Ireland are located in areas of very low risk to flooding, fires and

storms. Our office in the US is located in an area known for flood risk, however there has been

no historical impact from floods in the region. Medica’s remote working strategy, combined

with resilient IT infrastructure, means that our employees and reporters who are dispersed

globally, minimise any potential impact from such localised environmental events.

Risk: Changes to government or regulatory policies on climate change

Our leadership team continue to monitor climate policy changes and ensure that Medica are

able to comply and disclose appropriately.

Opportunity: Increasing demand for healthcare delivery

Demand analysis shows that if global temperatures rise, this may increase the impact on

human health and this could increase the demand on healthcare delivery and in particular

Medica’s services.

Medica recognises that the effects of climate change need to be continually assessed and

analysed for the short, medium and longer term and we will continue to report on this annually.

Description of the impact

of climate-related risks and

opportunities on the organisation’s

business, strategy and

financial planning.

Description of the actual and

potential impacts of the principal

climate-related risks and

opportunities on the business model

and strategy

Analysis of the resilience of the

business model and strategy against

different climate-related scenarios

Description of targets to manage

climate-related risks and/or realise

climate-related opportunities and

performance against them

As stated earlier, Medica has assessed climate-related risk to be immaterial, however we have

set ourselves targets to introduce further green travel initiatives and to begin developing a net

zero strategy as set out in the ‘Measuring our impact’ table on page 15.

In addition we continue to report on carbon emissions metrics as a KPI in line with SECR

and have enhanced our disclosure this year to include limited scope 3 reporting. These will

continue to be monitored to assess climate-related risks and opportunities. Further details of

greenhouse gas emissions can be found on page 21.

Description of the key performance

indicators used to assess progress

against targets used to manage

climate-related risks and realise

climate-related opportunities and

a description of the calculations

on which those key performance

indicators are based.

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Our energy use and greenhouse gas (GHG) emissions during the year

The Group reports on energy consumption and the associated GHG emissions in

compliance with the Streamlined Energy and Carbon Reporting (SECR) legislation.

Greenhouse gas emissions and energy use data –

UK and Offshore

(for the period 1January to 31December 2021) 2021 2020 2019

Scope 1 in tCO

e 0 0 0

Scope 2 (location based) in tCO

Purchased electricity 8.9 10.3 15.4

Total Scope 2 8.9 10.3 15.4

Total Scope 1 and 2 in tCO

e 8.9 10.3 15.4

Intensity Ratio

tCO

e per £m Revenue 0.1 0.3 0.3

Scope 2 emissions in metric tonnes CO

(Market based)

Purchased electricity 0 No data No data

Total Scope 2 – Market based 0 No data No data

Scope 3 emissions in metric tonnes CO

Business travel in employee owned vehicles 13.3 No data No data

Total Scope 3 13.3 No data No data

Total Energy Consumption used to calculate scope

1 & 2 emissions (kWh)

Electricity 42,029 44,263 60,346

Total 42,029 44,263 60,346

Scope

As per previous years reports and for

the 2021, the scope includes our UK

operations only. For 2021, our non-

UK subsidiaries are not included as

they are excluded by way of the SECR

exemptions, as they would not be

obliged if reporting on their own account

and they are also considered immaterial.

We did not purchase or combust fuel

directly, so Scope 1 was not applicable.

Scope 2 emissions are limited to our UK

operations and specifically to electricity

usage at our Group’s head office building.

We have also chosen for the first time to

make a voluntary disclosure for Scope

3 emissions relating to business travel

in employee-owned vehicles this year.

Calculation methodology

The reporting methodology used is the

GHG Protocol Corporate Accounting

and Reporting Standard, operational

control approach. This year we have

also reported market based scope 2

emissions as this data was made available

from our third party building landlord.

The calculations for Scope 2 are derived

from electricity meter readings for

lighting and power and estimates where

applicable. The calculations for Scope 3

are derived from mileage claims for UK

employee expense forms for travel during

the period. Scope 2 & 3 GHG emissions

have been calculated this year using the

2021 UK Government GHG Conversion

Factors for Company Reporting. We

have also re-calculated and re-published

our 2019 and 2020 emissions using the

respective 2019 and 2020 UK Government

Conversion Factors to provide more

comparable year on year data as the

previously published figures for FY 2019

and FY 2020 were generated using the

US centric EPA emissions calculator.

Scope 1: includes emissions from

activities for which the company own

or control including combustion of fuel

and operation of facilities for the UK.

Scope 2: includes emissions from

purchase of electricity, heat, steam

or cooling for own use for the UK.

Scope 3:

includes emissions from business

travel in employee owned vehicles.

We have disclosed one intensity ratio this

year and it is calculated based on total

tCO

e emissions in the reporting period

divided by total Group revenue in £m.

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STRATEGIC REPORT

GOVERNANCE

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ESG

continued

Customer Centricity

Our commitments

• Put patient outcomes at the heart of everything we do

• Deliver exceptional clinical quality

• Developing long-term partnerships built on trust

KPI

• Percentage of NightHawk studies completed within SLA

Keeping patient outcomes at the heart of what we do underpinned with clinical excellence

Clinical governance remains paramount

to the delivery of our critical services.

The roup’s oversight utilises regular

reporting from clinical committees in

the UK and Ireland and is consolidated

by the Medical Advisory Board, led

by our roup Medical Director, Dr.

Robert Lavis. The Clinical overnance

and Quality sub-committee of the PLC

Board chaired by Dr. Junaid Bajwa meets

quarterly to ensure oversight of clinical

excellence, highlighting potential clinical

risk and enabling the Board to review

and manage this in line with the roup’s

wider risk management framework.

Onboarding: All of our reporters are taken

through a thorough review, accreditation

and assessment to assure quality of

patient care. This is balanced with careful

management of reporter engagement,

hours worked and wellbeing.

Appraisal: Our high quality appraisal team

are now engaging with overseas reporters

to assist in regaining MC registration

to further increase our overseas

rostered capacity.

Audit: We provided ongoing evolutions of

our clinical audit processes to harmonise

systems across the clinical aspects of our

business. We have changed the focus of

some of our internal audit to target patient

groups with complex studies such as

major trauma so that they were effectively

reviewed in a shorter time frame.

Percentage of NightHawk

studies completed within SLA 97%

Continuing Professional Development

(CPD): We drive excellence through our

reporter engagement exercises such as

feedback surveys, educational seminars

and working groups to enhance reporter

experience and education.

Onboarding

Appraisal

Continuing

Professional

Development

Audit

Building partnerships with clients that go beyond excellence in

service delivery

This year, we continued to offer our pro-bono “pass through” service whereby we

collaborated with radiology departments in response to the impact of the pandemic

to leverage our network of reporting capabilities. This facilitated the home reporting

of internal client work by their own staff utilising our infrastructure. This was provided

during 9am – 5pm weekday NHS contracted hours throughout the year.

The service has enabled NHS hospitals to utilise their radiologists or reporting

radiographers who already contract with Medica, to continue to report from home when

required to self-isolate due to COVID-19. As a result, Medica continues to strengthen its

relationship with clients and to demonstrate our core values.

In Ireland and the US, our teams worked closely with our clients, including supporting

compliance challenges. This year we performed vendor and site audits on behalf of

sponsors to utilise the expertise within the RadMD business.

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

I am a clinical specialist in CT scanning at Our Lady’s Hospital, Navan. The hospital’s CT

service is managed by Medica, who I have worked for since May 2014 when they won the

tender for the equipment and end to end service. I previously worked with Alliance Medical

for 8 years, managing the CT service at the same hospital on their equipment, and prior

to that I worked in a military hospital in Saudi Arabia as a CT and MRI radiographer.

Describe your day-to-day

role both pre-pandemic

and during the pandemic.

What have been the most

significant changes?

How do you adapt to

changes in best practice?

COVID-19 had a big impact on my

daily routine in the radiology

department. It was a stressful

environment as early in the

pandemic we didn’t know what COVID-19

was and how serious the situation was.

Pre-pandemic, I would only use personal

protective equipment (PPE) for patients with

tuberculosis or MRSA, so the increased use

of PPE was met with supply difficulties

during the first few weeks of the pandemic.

In addition to PPE, we had to allocate one

scanner to be exclusively used by COVID-19

patients during certain hours in order to

minimise the risk of exposure to other

patients, which meant our service was

running at a reduced capacity.

What has it been like

adjusting to wearing

PPE and carrying out

infection control while

you serve a patient?

We must treat all our patients as if

they are carrying the virus, which

means wearing a full PPE suit.

Wearing a full PPE suit can be very

uncomfortable and comes with additional

challenges such as communicating with

patients and staff. We also had to develop

new cardiac arrest protocols to protect both

the staff and patients, which involved a new

cardiac arrest trolley that included fresh

COVID-19 PPE and removing the mouth to

mouth element of resuscitation.

Do you think the

pandemic has affected

both ambulatory and

critical patients, and how

has Medica/you worked

to maintain a patient

first environment?

The biggest challenge has been

looking after patients with

co-morbidities, giving them safe

access to the CT service.

Patients, such as those accessing the

oncology service, regularly require scans

to monitor their cancer treatment and

many of these patients are vulnerable and

scared of the risk of COVID-19 when

attending their appointment. I recognised

this issue very early on and came up with

a solution that meant patients didn’t have

to walk through the main hospital and

corridors to attend their appointment. I

located an alternative entrance, which

enabled patients to drive up to the

entrance, attend their appointment

without entering any other part of the

hospital, and then comfortably exit to

their car. This arrangement worked really

well and patients fed back that they were

happy their exposure to the hospital

environment was minimised.

As a frontline member

of staff, you are serving

patients who are critically

ill, some with COVID. How

does this make you feel

and what is it like returning

home after your shift?

CT scans have a vital role in the

diagnosis and treatment for

COVID-19 patients. Severe cases

require a CT scan of their chest

and occasionally an angiogram. I have

seen a lot of critically ill COVID-19

patients that come for a CT scan before

being taken straight to ICU for intubation.

Some of them survived and unfortunately

some didn’t. This has been the hardest

part of the pandemic for me, I’ve found it

very mentally exhausting knowing that the

patients did not have the opportunity to

say goodbye to their loved ones.

Did Medica do anything

to support you and your

colleagues throughout

the pandemic?

I have not felt alone or

unsupported throughout the

pandemic. Catriona, our

radiology services manager has

been available from day one, even

supplying sets of PPE when we were

running short on stock. There has also

been continuous communication from the

Medica admin team through email and

regular online meetings.

Our working relationships

internally and with our

clients have had to adapt

to ensure the safety

of our patients and

staff. Do you feel this

helped to cement the

relationship with Navan

and your colleagues?

Were they tested/affected

negatively at all?

In my time with Medica, there has

always a sense of being part of the

team in Navan, despite being a

private provider in the Hospital.

We really were all in it together here during

the pandemic, and I guess the only impact

from the client support side was our

management team not being allowed on

site during peak affect periods. We kept our

meeting schedules up though with

telephone and video dial in options which

kept key relationships and communications

in focus. We had the further impact last

year of the cyber-security attack across the

HSE which lost Medica access to all

systems – and we even managed to get

radiologists on our team to come to Navan

and stay overnight to ensure the on call/

NightHawk service was maintained. Going

out of our way to support Navan and its

patients in that way strengthened an

already very strong relationship between

Medica and the Hospital.

Human Story:

Alfred Francia shares the impact COVID

had on radiographers

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Leveraging scale across the Group – key themes

As Medica has expanded over the past 18 months into new service lines, as well as new

countries, there is an increased opportunity to leverage the effects of scale across the

company. As we grow, not only can we take advantage of the expertise we have built

as part of Medica’s group functions, but we can also ensure that this learning is a two-

way street with opportunities from one part of the business being utilised to improve

services across the Group. We have selected four areas where the benefits of working as

a Group have improved both the quality of service, but also improved the scalability of the

business which will support the delivery of operating leverage across the company.

1. Integration of acquisitions

Medica has integrated both of its

acquisitions; Global Diagnostics

Ireland (GDI; November 2020) and

RadMD (March 2021) into the Group.

In the case of GDI, the company has now

been rebranded to Medica Ireland and is

successfully building the Medica brand

in Ireland given the strong links to the UK

teleradiology business. In addition, we

have rebranded our diabetic retinopathy

screening service to Medica Vision which

has been similarly successful. Medica

Ireland has already benefited from being

part of the wider Group in areas such as:

• Systems – we now have a combined

team providing support for Ireland,

as well as the UK. This team were

involved in migrating our Irish systems

across to a new datacentre following

acquisition and provide day-to-day

support where needed alongside the

local IT team in Dublin

• Quality and governance – we have

centralised the process and clinical

governance framework to ensure that

both the UK and Irish businesses are

now jointly managed in terms of clinical

governance. This also offers some

Ireland and UK medical council dual-

certified radiologists the opportunity to

report scans in both jurisdictions

• Recruitment – as Medica grows,

it requires an increased reporting

capacity. We have a dedicated

recruitment team that is focused on

building and developing relationships

with our reporters in the UK and

Ireland. This enables us to work

quickly and effectively to ensure we

can react to requests from clients for

more reporting – particularly during

busy times of the year

• Training, development and

incentivisation – we now have a

single team focused on training and

development. In addition, the team in

Ireland are now benefiting from being

part of the wider Medica employee

benefits and incentive scheme which

we hope will improve recruitment and

retention of employees.

In terms of RadMD, the business lines

are quite separate and so synergies are

limited to wider Medica group support in

areas such as finance, HR and IT. However,

we have started to train a number of

UK-based radiologists to be able to read

clinical trial images as an opportunity

to both increase their expertise and

experience, as well as expand into other

sources of revenue. Thisis still early

stage, but we are hopeful that such

opportunities will continue to grow.

2. Working in partnership

In March 2021, Medica entered into a

joint venture partnership with Integral

Diagnostics Pty, an Australian imaging

clinics company based in Sydney with

operations across Australia and New

Zealand. The partnership called MedX

is making good progress with phase one

of the venture which was focused on

recruitment of radiologists in Australia

and New Zealand to support Medica

UK’s out-of-hours service, NightHawk.

Medica now has radiologists reporting

regularly via the joint venture which is

helping to support our clients to deal

with the increasing number of scans

that require urgent reporting between

7pm-7am. In addition, MedX has recruited

a General Manager who is tasked with

developing the joint venture to offer

teleradiology services in Australia

supported by both parent companies.

Group Themes

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

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FINANCIALS

3. Investment in people

Medica spent considerable time and

investment during the pandemic to

focus on training and development of its

teams in UK, Ireland and the US. In the

UK, Medica ran a tailored management

training programme to develop the next

leaders in the business. This proved very

successful and as Medica has reorganised

its teams to support Ireland and RadMD

in the US, several senior managers have

been promoted to manage operations

across more than one country. This

creation of a group function and multi-

country responsibility has enabled career

progression across the organisation. In

addition to this, managers across the

Medica Group have benefited from

being part of the company incentive

scheme and well over 30 managers are

now participating in the Performance

Share Plan at Medica. The company

continues to also run an Employee Share

Scheme which allows all UK employees

an opportunity to acquire Medica shares

in a tax efficient manner. Further details

on our investment in people can be found

on pages 14 to 22 of our ESG report.

4. Investment in technology

FutureTech: Over two years ago, we

announced a significant investment

in Medica’s reporting systems and

information technology architecture.

This has culminated in Medica’s

ambitious FutureTech programme

which is a £6m investment that will

continue to run through 2022 and into

2023 to deliver an improved reporting

experience for our radiologists,

radiographers and specialist doctors.

The first phase of FutureTech went live

in February 2022 with the new Sectra

PACS. This is the first time that Medica

has made significant changes to its

operating systems and represents a huge

step forward in terms of the scalability

and functionality it offers. Although it is

still quite early in terms of quantifying

the benefits of the Sectra PACS go-live

in February, we are already observing

improvements in the following areas:

1) New analytics & functionality:

The new PACS has enabled

improvement in the quality of data

which will support improved SLA

management and will enable focused

service improvements including

AI integration & deployment

2) Improved reporter experience &

clinical outcomes: whilst data is still

being analysed, we have already

recorded a decrease in time to report

urgent cases. In addition, the new

system has improved our ability to

allocate studies on a ‘right first time’

basis. As one radiologist noted, “the

new PACS is much more intuitive”

3) Efficiency gains: early results indicate

reduced time to report a study by an

average c.10% per study for acute

workflows Cost reduction: finally,

we estimate that initial savings of c.

£250k have been generated in annual

technical support on a like-for-like

basis, savings which will underpin

our ongoing FutureTech programme

We also anticipate that the new systems

will deliver improved productivity, as

well as enhanced functionality in areas

such as Augmented Intelligence (AI) and

advanced visualisation tools that support

the diagnosis made by the reporter. The

new systems will also be fully scalable and

will underpin Medica’s future growth.

Augmented Intelligence: in December

2020, Medica went live with its new AI

tool from Qure.ai called qER which detects

haemorrhages in the brain indicative

of stroke. This decision support tool is

integrated into the normal way that a

radiologist would review and report a

case, but crucially qER provides additional

information for the radiologist that acts as

a second pair of eyes to flag often what are

very hard to detect micro-haemorrhages

in the brain. The qER tool has >99%

sensitivity meaning that it has a very low

false negative rate – in other words it very

rarely misses a brain bleed. This allows

our radiologists to improve the quality

of their reporting as well as productivity.

Indeed, we have shown that using an AI

tool, it improved the time to report by

7% or 1 minute per scan that normally

takes around 14 minutes to report. Every

minute counts when reviewing a potential

stroke case and so this is improving

patient outcomes, as well as supporting

our specialist radiologists to make the

right decision during the night-time.

Medica’s new PACS will be much

better suited to adopt AI tools into the

workflow and we are expecting that

further solutions will be added this year

and into the future based on what is

most useful to support our radiologists

and also based on client needs.

Clinical trial systems: RadMD, Medica’s

provider of imaging services for clinical

trials has expanded rapidly over

the past few years. As the business

grows, we are looking at ways to

improve economies of scale and

better manage our data, systems and

processes. Work is underway as part

of the wider FutureTech programme to

develop a Clinical Trial Management

System (CTMS) to support growth.

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Despite a lockdown in the early part of 2021, our clients were soon able to start to resume

elective scanning of patients. This recovery continued throughout 2021 to the point that in

Q4, reporting reached pre-pandemic levels. In our UK business, our teams adapted well to an

agile hybrid working model that enabled a combination of home and office- based working

based on the needs of the employee and what was required to fulfil their role. Our business

model, clients and professional reporting workforce were also adapting to the changes that

the pandemic had brought about within the healthcare sector. In November 2021, in response

to the increased backlog of patients waiting for diagnostic tests, the government committed

£250 million in funding for diagnostics. Theyalso announced that the intention was to

increase delivery of diagnostics in a community setting. Whilst already part of the NHS Long

Term Plan, this was accelerated due to the pandemic and the unprecedented numbers of

patients waiting for routine procedures. When implemented, this will see millions of patients

benefit from earlier diagnostic tests closer to home thanks to up to 40 community diagnostic

centres set to open or expand across England in a range of settings from local shopping

centres to football stadiums. The new one-stop-shops for checks, scans and tests will be

backed by a £350million investment from government to provide around 2.8 million scans in

the first full yearofoperation.

The centres will help to achieve:

• earlier diagnoses for patients through

easier, faster, and more direct access

to the full range of diagnostic tests

needed in areas including respiratory,

cancer and ophthalmology

• a reduction in hospital visits which will

help to reduce the risk of COVID-19

transmission

• a reduction in patient waiting times

by diverting patients away from

hospitals, allowing them to treat

urgent patients, while the community

diagnostic centres focus on tackling

the backlog

NHS England Monthly Diagnostic waiting

list data show that despite increasing

capacity as COVID precautions ease,

the volume of patients waiting is

stillincreasing.

Total number of patients waiting at month end for all tests January

2010 to January 2022

200,000

400,000

600,000

800,000

1,000,000

Jan-10

Jul-10

Jan-11

Jul-11

Jan-12

Jul-12

Jan-13

Jul-13

Jan-14

Jul-14

Jan-15

Jul-15

Jan-16

Jul-16

Jan-17

Jul-17

Jan-18

Jul-18

Jan-19

Jul-19

Jan-20

Jul-20

Jan-21

Jul-21

Jan-22

1,200,000

1,400,000

1,600,000

Total Diagnostic Test Waiting List

Source: NHS England: NHS Diagnostic Waiting Times and Activity Data. January 2022 Monthly Report.

Firstpublished: 10 March 2022

In addition, all cancer services are back

to or above pre-pandemic levels with

almost half a million people checked for

cancer in June and July – among the

highest numbers on record – while more

than 50,000 people started treatment

for cancer in the same period, a 32%

increase on the same period last year.

Delivery: UK

Revenue:

£47.1m

UK Financial metrics

Gross profit margin:

50.2%

Underlying operating profit:

£9.9m

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Medica has responded to these

approaches taken by clients by extending

the range of services that we offer. In

terms of support for cancer diagnosis,

Medica has partnered with clients to

provide Multidisciplinary Team (MDT)

support where Medica radiologists

provide both reporting and advisory

services via a virtual meeting with other

healthcare professionals from our client.

Another example is our Same Day service,

which has also seen growth during

2021, as hospital radiology departments

gear back up to manage their own

competing demands of the backlog of

both elective, cancer and emergency

cases. Same Day service provides

reporting with a report turnaround time

of between 4 -24 hours dependent on

clinical indication. Our service is being

expanded in 2022 as Medica responds

to increasing demand by providing duty

radiologist services alongside the Same

Day reporting service. Duty radiologists

will provide our clients with access to

specialised advice in real time, meaning

care pathways and patient decision

making can be made more efficiently.

Finally, in 2021, we launched a

new Cardiac MR service.

Our ability to redesign services has

been heavily influenced by the move

of our core PACS system to Sectra,

which was successfully completed in

February 2022. This will furnish our

reporting workforce with improved image

viewing facilities, alongside advanced

visualisation and clinical interpretation

tools including Augmented Intelligence.

Additional anticipated benefits include

increased reporting productivity and a

scalable platform to support the further

development of Medica’s ‘Future Tech’

strategy – a move to more digitised

and automated workflow and process

management. Further automation of

systems and processes will continue in

2022 and 2023. To support our growing

reporter workforce, we moved both our

shift rostering and medical appraisal

process to digital systems. This has

allowed a much more streamlined

approach with reporters having a ‘self-

service’ approach to both their reporting

roster with Medica and documentation

to support information for medical

appraisal – a fundamental requirement

for maintenance of a licence to practice

medicine in the UK. All these technical

developments make it easier to work with

us, supporting our group strategy for

making us the organisation of choice for

specialist radiologists and radiographers.

Whilst recovery was the focus of our

elective service in the UK in 2021, growth

was the outstanding feature of our

NightHawk service. Regularly performing

over 1000 exams per 24-hour period in

H2 2021, Medica provides ever increasing

emergency reporting services for the NHS.

As the graph below shows the number of

A&E attendances increased significantly

from the lock down months of late 2020

and early 2021 and is only now stabilising

However, we expect that attendance

at A&E will continue to rise. However,

we expect that attendance at A&E will

continue to rise.

Total A&E attandances per month

500,000

1,000,000

1,500,000

2,000,000

2,500,000

Oct-2020

Nov-2020

Dec-2020

Jan-2021

Feb-2021

Mar-2021

Apr-2021

May-2021

Jun-2021

Jul-2021

Aug-2021

Sep-2021

Oct-2021

Nov-2021

Dec-2021

Jan-2022

Source: NHS England https://www.england.nhs.uk/statistics/statistical-work-areas/ae-waiting-times-and-

activity/ae-attendances-and-emergency-admissions-2021-22/

Our bespoke acute case management

portal provides real time visibility to our

emergency specialist reporters, referrers

in A&E and our in-house team to manage

and prioritise cases in a clinically time

sensitive manner. We have appointed

an experienced operations manager

to manage the growth of the acute

service and overall, have expanded our

in-house team. Part of our investment

included training on “human factors”

and critical communication methods

which enabled improvement in the way

our team interacts with emergency care

physicians and prioritises and report

urgent clinical cases. During 2022, the

focus in the UK is to further develop the

value proposition with both clients and

our reporting workforce to build long

term relationships, provide a community

where people feel valued, and be a partner

that is responsive and reliable. Future

investment in additional roles in the UK,

namely a new Client Service Manager,

Group Head of Reporter Relations and

Head of Commercial Development will

assist in cementing our stakeholder centric

culture and quality of service delivery.

Increase in

total capacity:

UK Operational metrics:

Increase in average number of

body parts per exam vs. 2020:

NightHawk SLA

adherence:

97%

Increase in total exams

reported vs. 2020:

28%

* target – 95%

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Scanning, Screening and Reporting – COVID-19 Recovery and BacklogManagement

Healthcare provision in Ireland in 2021 continued to be impacted by the COVID-19

pandemic throughout the year. This impact was exacerbated by the ransomware

cyberattack on the Health Service Executive (HSE; equivalent to the UK NHS) computer

systems in May. The cyberattack effectively caused the shut down of the HSE IT systems

with a significant impact on hospital appointments across the country, with many

appointments cancelled including all outpatient and radiology services. The cyberattack

impact meant that many hospitals and their radiology teams were scanning and manually

reporting only their urgent studies with no access to NIMIS (National Integrated Medical

Imaging System). This created a significant reporting backlog which Medica were poised

to assist with once the systems were brought back up, and enabled a number of new

client Hospital go lives in the process.

Despite these challenges, Medica was

able to support clients to recover from

the pandemic by delivering diagnostic

scanning and reporting for over five

thousand public patients in our primary

care locations. Our radiographer,

sonographer, screening and patient

facing support teams were able to

continue to examine patients every week

while adhering to PPE and public health

guidelines. In addition, we were able to

support the teleradiology requirements

of a large private diagnostics provider

who scanned significant numbers of HSE

patients but experienced a bottle neck

on the reporting side. In our diabetic

retinopathy screening service we

managed the backlog of cases that had

accumulated following the cessation of

services in 2020 in the initial covid-19

discovery period, by increasing our

capacity to ensure screening could be

delivered 6 days a week in the first half of

2021 which was effective in eliminating

any wait times over 3 months.

Alongside our remote out-of-hours

reporting service in Ireland which has

grown during the pandemic, the team in

Ireland were also proud to have been able

to provide onsite NightHawk radiologist

support to one of our long-term HSE

hospital sites without which critical

patients would have had to be transferred

to alternative hospitals. This is a good

example of the flexible approach that we

have in Ireland which is focused on solving

client issues together as they arise

Our diabetic surveillance programme

also expanded, helping to alleviate some

of the pressures on the hospital waiting

lists. This year more than any, we have

worked in close partnership with the

National Screening Service to clinically

align where we can provide support

and there are further plans to expand

that surveillance programme from a

clinical perspective, allowing further

Medica to acquire additional patient

waiting lists from the hospital systems.

2022 will see the continuation of

the outsourcing of diagnostics and

screening by the HSE as patient

backlogs continue to be managed by

Medica and others, and the team are

looking forward to further exploring

opportunities for our bespoke solutions.

NightHawk Service

Development

At the time of the acquisition of Global

Diagnostics Ireland (now Medica Ireland),

the out-of-hours acute “NightHawk”

service market in Ireland was less

developed in comparison to the UK.

The impetus of the pandemic and cyber

security impact saw Medica expand our

ad hoc services to 365 days/year provision

and win several new HSE NightHawk

clients. Our unique model has been

recognised by the HSE for its simplicity

yet effectiveness and the Irish team is

working closely with the UK team to

enable further expansion of NightHawk

services across the HSE as the market

expands and radiologists become less

available to manage the out-of-hours

shifts in hospitals.

Expansion of our

Vhi Contract

One of the biggest projects embarked

upon in 2021 by the Medica team in

Ireland was the collaboration on the

development of Vhi Health & Wellbeing’s

360 Health Centre in Carrickmines, its

new flagship multi-disciplinary clinical

facility. Vhi 360 Carrickmines, is a state

of the art health centre in a 5,000sq

metres facility which will provide Vhi

customers with access to top of the range

health and wellbeing services delivered

by a highly trained multi-disciplinary

healthcare team – all under the one roof.

Medica had been involved to assist

Vhi in the design of this facility and the

services it will provide. With the new

modality installations and preparatory

work all complete, the new Vhi clinic was

opened on 23February 2022 and is now

Ireland’s largest urgent care facility.

Having worked with the Vhi Health

& Wellbeing teams in our urgent

care diagnostics provision for their

national Swiftcare clinics since

2008, we were proud to continue

as their exclusive services provider

and to expand our partnership with

the Carrickmines 360footprint.

‘The Medica team were highly engaged and

collaborative partners in the development

of our new diagnostic centre in our 360

Health Centre in Carrickmines and our

urgent care radiology services, both in

Carrickmines and across Ireland. We have

found them to be a strong clinical and

commercial service provider and we look

forward to our ongoing work together.’

Vhi Health & Wellbeing Chief

Clinical Officer and Managing

Director Dr. Nicholas Young

Delivery: Ireland

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Integration with Medica

At the time of acquisition of Global Diagnostics Ireland, there were five areas of focus in terms of integration and synergies.

1. Business Development

The rebranding and values transformation project was completed on 31March 2021.

This project involved engagement with both internal and external stakeholders

and enabled Medica to align the definition of our services such as NightHawk and

Elective reporting across the UK and Ireland while developing bespoke materials

for managed services in Ireland. Alongside this, Medica presented and sponsored a

healthcare conferences and are looking forward to our first official joint conference

approach at the European Congress of Radiology in Vienna in July 2022.

2. Radiologist Access

One of the synergies of the acquisition of Global Diagnostics Ireland by

Medica was being able to deliver its first successful contract award for dual

UK & Ireland radiologist reporting, allowing resourcing for elective and sub-

speciality reporting volume. This opportunity would not have been realised

prior to acquisition. In addition, our recruitment and reporter liaison teams in

the UK have been working hard to coordinate current UK reporters and new

onboarding reports to obtain Irish Medical Council (IMC) Specialist register

status. This expansion in reporter access will afford Medica, and in turn the

HSE, greater support to deliver out-of-hours “NightHawk” services.

3. Systems and Readiness

One of the most significant post acquisition projects was the migration across to

Medica infrastructure and a new data centre. This will provide the Irish business

with access to Medica’s bespoke acute services tracking portal, shared e-learning,

audit, rostering and business analytics. The creation of an integrated, shared

business services team – including IT – across the UK and Ireland will help to

support growth in both companies.

4. Governance and Quality

Another example of transformation of Medica Ireland post acquisition was the

integration of the clinical governance, quality and risk structures, and adoption

of the new group governance frameworks. The cross-country participation

in respective governance meetings and the reporting structure to the Board

has worked well and ensures close monitoring of the clinical performance of

both businesses. The Irish management team is now integrated into the wider

Medica Group and is represented on the Executive Committee by the Ireland

Managing Director.

5. Focus and Expertise

The development of matrix structures and cross-country shared service teams

for Recruitment, HR, IT, Marketing, Information Security & Risk and Clinical

Governance will ensure that the Irish business is positioned well for future growth.

One example is the recruitment of a Head of Operations for our diagnostics services

in Ireland.

In summary, during 2021 the Ireland business has now been integrated within the

wider Medica Group and best practices and know-how from both entities continues

to be shared to the benefit of both teams.

Revenue:

£9.7m

Ireland Financial metrics

Gross profit margin:

50.8%

Underlying operating profit:

£1.5m

Increase in total exams reported

vs. 2020:

36%

Ireland Operational metrics:

Increase in number of registered

diabetic opthalmology patients:

32%

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The acquisition of RadMD, was completed in March 2021. Since then, investments

have been made in recruitment of new leadership positions in operations, business

development and technology to drive growth and scale the company to support

pharmaceutical and biotech companies with imaging services for clinical trials. Results

during the final nine months of 2021 are very encouraging as a contributor to Medica.

The goal of delivering new treatments

to patients around the world brings

deep meaning to the work of RadMD’s

team. Drs. Rick Patt and Kohkan

Shamsi, founders of RadMD, have

built a reputation for strong clinical

leadership, medical expertise, and a

world-class reader network. The team

assembled proved pivotal in major

RadMD accomplishments in 2021. As an

example, RadMD contributed to the early

FDA approval of a novel KRAS Inhibitor

for lung cancer. Specifically, RadMD

assessed images of lung tumours, crucial

in determining drug efficacy. It is exciting

to contemplate that, given the in excess

of 200 ongoing trials within RadMD

the next breakthrough medicine could

occur in 2022. RadMD exists to drive

change and continually raise standards

within the medical imaging industry, to

support those conducting clinical trials on

lifesaving drugs and devices. To do this,

quality and regulatory compliance are at

the forefront.

The FDA visited RadMD in March of

2021 for an audit. The results yielded

the highest results from the Agency.

The veteran FDA auditor was compelled

to share that this achievement had

only occurred twice in her 20-year

career of audits and this was clearly

helpful to cement the relationship with

RadMD’s client.

Primary RadMD customers are those with

trials in early phase oncology. RadMD’s

therapeutic focus has broadened to

include AI (Augmented intelligence)

Imaging Software and next generation

oncology diagnostic validation trials. This

new business capitalizes on RadMD’s

industry-leading group of expert

radiologists, and oncology expertise.

For example, AI software trials require a

large pool of radiologists (>30) and highly

qualified experts which places RadMD in

the best position among its competition.

RadMD’s deep oncology expertise

resulted in the largest awarded trial in the

history of the company which calls for

validation of next generation oncology

diagnostics to improve patient treatment

options. This is a new area of expertise for

RadMD that stems from the company’s

extensive knowledge of oncology trials.

Marketing of the company to a broader

industry audience is required. Lack of

awareness of RadMD’s value proposition

is its main hurdle to overcome, as well as

perception of RadMD as a small player.

RadMD’s rebranding and marketing

strategy began in 2021 and will continue

during 2022 by expanding the sales

force, attending conferences, increasing

speaking engagements, and sharpening

RadMD’s message. The marketing plan

calls for, among other things, leveraging

the acquisition by Medica, as its listing

on the London Stock Exchange and its

core business in radiology is impactful to

RadMD’s clientele.

Overall, a significant amount of progress

has been made during 2021 and the

first phase of integration of RadMD

into the wider Medica Group has been

achieved. As the two organisations have

spent more time together, it is clear

that there are opportunities to leverage

common expertise in radiology systems,

Augmented Intelligence and the sharing

of expert radiologists to interpret

clinical trial images. In 2022, continued

investment is planned to expand the

RadMD team as we similarly expand the

range of clients that we support.

Delivery: RadMD

Kohkan Shamsi Richard Patt

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Revenue:

£5.2m

RadMD Financial metrics

Gross profit margin:

55.2%

Underlying operating profit:

£0.7m

Repeat business:

30%

RadMD Operational metrics:

Number of active studies:

274

Increase in number of reports:

66%

www.medicagroupplc.com l stock code: MGP

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Financial Review

Progress against our strategic financial goals

Strategic financial target¹ Medium term Target Actual 2021

Revenue growth rate

UK 12%-14% 33%

Ireland² >15% 27%

US² >15% (2%)

Target Margins

Gross Profit Margin >45% 50.7%

Underlying Net Operating Profit margin 20% 19.5%

Return on Capital Employed

Group >20% 20%

Ireland >15% >15%

US >15% N/A

Group Operating Cash conversion >80% 81%

¹ Non-GAAP unaudited operational performance measures as set out in the CMD presentation in September 2021

² YoY comparison including periods pre-acquisition

Revised segmental analysis

Following the acquisition of RadMD

in March 2021, we have made further

changes to the way we manage and

report on Group operations compared

to 2020. For 2021 we have reported our

results in three geographic segments;

the UK, the Republic of Ireland and the

US reflecting the way we report and

manage the Group. Central PLC costs are

allocated across the three segments.

Revenue

Overall revenue increased 68% to £61.9

million in 2021 from £36.8 million in 2020.

Excluding the impact of acquisitions

on 2021 and 2020, on a like-for-like

basis, revenues increased 33%.

In the UK, NightHawk, our urgent

out-of-hours reporting service, which

started the year fully recovered from

the impact of COVID-19 in 2020 saw

revenues increase 30% to £29.8 million

in 2021 from £23.0 million in 2020.

Elective reporting services, which had

been more severely impacted than

NightHawk and for longer, recovered

steadily throughout the year and ended

the year at its highest ever run rate driven

by a backlog of scanning demand in the

NHS. Revenues increased 38% to £17.3

million in 2021 from £12.5 million in 2020.

Ireland

Medica Ireland reported its first full year

since acquisition in November 2020

and reported £9.7 million in revenues

in the year compared to £1.3 million for

the two-month period from November

2020. This represented strong growth

on the run rate immediately prior to

acquisition of €9 million (or £7.6 million)

per year driven overall by a recovery in

the ability to scan and report patients

during the pandemic, as well as the

expansion of existing clients and new

client contracts. It was very pleasing to

note that the Return On Capital Employed

(ROCE) for Ireland exceeded our target

return in its first full year of operation.

RadMD, based in the US and focused

on imaging services for clinical trials,

was acquired in March 2021. For the

9-month period in 2021 revenues were

£5.2 million, on a constant currency basis

broadly in line with run-rate revenues

at the time of acquisition. Pipeline and

signed contract backlog also increased

34% since acquisition driven by further

growth in oncology projects, as well as

penetration of new clinical trial areas.

Gross Profit and Gross Profit

Margin (GPM)

Gross Profit is stated after the cost of

reporting radiologists, internal audit

costs required to deliver contractual

commitments and other cost of sales such

as framework costs in the UK. In 2021, Gross

Profit increased by 80% to £31.4 million in

2021 from £17.5 million in 2020 after taking

account of the strong UK recovery and

the positive impact of acquisitions. GPM

increased significantly to 50.7% in 2021

from 47.4% in 2020 as a result of positive

contract negotiations in the UK, careful cost

management and the positive mix impact

of higher margins in Ireland and the US.

Underlying Operating Profit

For 2021, consistent with prior years

we have reported underlying operating

profits that consider the impact of

non-underlying items to provide a

more representative depiction of

underlying activity. Underlying operating

profits increased to £12.1m in 2021

from £5.0m in 2020. This reflected

both the improvement in the UK

performance together with the positive

impact from the US and Ireland.

“ 2021 saw a strong recovery in our

financial performance that included an

excellent result from Medica Ireland,

which generated returns above our

target for acquisitions in its first full

year, and the first contribution from

our US business, RadMD acquired in

March 2021.”

Richard Jones

Chief Financial Officer

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Non-underlying costs

Non-underlying costs after tax increased

by £1.4 million to £3.9 million in 2021

from £2.5 million in 2020. These costs

included £0.4 million relating to the

acquisition of RadMD, £2.2 million (2020

£1.0 million) relating to the amortisation

of acquired intangible assets, £0.8

million (2020 £0.2 million) relating to

share-based payments and other one

off legal and professional costs of £0.6

million (2020 £0.1 million). The income

tax credit on these non-underlying costs

was £0.2 million (2020 £0.1 million).

In addition, non-underlying finance

costs included £0.6 million (2020 £nil)

relating to a fair value adjustment

on contingent consideration.

Net finance expense

Finance costs net of finance income

were £0.5 million for the year (2020: £0.3

million). In March 2021 we finalised a

new fully flexible £30.0 million Revolving

Credit Facility (RCF) and drew down £12.0

million of this during H1 2021 to repay the

term debt which had been in place since

IPO and also repaid the previous RCF of

£5.6 million. Since the initial drawdown,

£6 million of the RCF was repaid and

£6 million of the RCF was drawn on

31December 2021. The interest costs for

the year of £0.5 million represent interest

on drawn down balances together with

non-utilisation fees on undrawn amounts.

Profit before Tax

Underlying profit before tax increased by

£6.7 million to £11.5m in 2021 from £4.7

million in 2020 reflecting the increase

in revenues and gross profit, ostensibly

offset by the increase in operating

costs. Total profit before tax, after

taking account of non-underlying and

exceptional items increased by £5.2m to

£7.3m in 2021 from £2.1 million in 2020.

Taxation

The Group has incurred a tax charge of

£1.9m in the year ended 31December

2021 (2020 £0.7 million), with tax on

underlying profits of £2.1 million (2020:

£0.9m). The effective rate of tax for

2021 is 25.5% with the effective tax

rate on underlying profits of 18.1%.

Earnings per share

Underlying basic earnings per share

(EPS) increased by 125.6% to 7.83pence

per share in 2021 from 3.47pence per

share in 2020, reflecting the increase

in profits together with the impact of

the increased number of shares in issue

following the placing in March 2021.

Total basic EPS, after taking account of

non-underlying and exceptional costs

increased by 3.35pence to 4.56pence

in 2021 from 1.21pence in 2020.

Dividends

In 2021, an interim dividend of 0.89pence

per share was declared in September

2021 and paid in October 2021. In line

with our progressive dividend policy

outlined at the Capital Markets Day

last year, the directors are proposing

a final dividend for 2021 of 1.79pence

per share. The final dividend will be

paid on 22 July 2022 to shareholders on

the register on 24 June 2022 subject to

approval by shareholders at the 2022

Annual General Meeting (AGM). The total

dividends for 2021 of 2.68pence per share

represent an increase of 5% over 2020.

Capex

Total capex was £2.7 million in 2021

compared to £2.0 million in 2020. This

included: intangible capex of £0.8 million

(2020: £0.5 million) including expenditure

on the Future Tech programme of

£0.7million (2020: £0.1 million); tangible

capex on infrastructure and equipment

for contracted radiologists of £1.4 million

(2020 £1.5 million) and right of use asset

additions of £0.5 million (2020 £nil).

Cash and debt at

31December 2021

Operating cash generation in 2021

increased strongly to £9.7 million in 2021

from £8.6 million in 2020. Free cashflow,

after taking account of capex was £7.5

million in 2021 compared to £6.6m

in 2020. Operating cash conversion

remained strong at 81%, and above our

target of 80% reflecting in particular

good working capital management in

the UK as the business recovered from

COVID-19 together with the positive

contribution from acquisitions.

After taking account of the acquisition

of RadMD and the associated equity

placing together with strong cash

generation throughout the year, gross

cash at 31December 2021 was ahead

of expectations at £9.6 million (2020

£13.9 million) and net cash was £3.9

million (2020 net debt of £3.9 million).

On 6May 2021 the Group entered into a

new three year fully flexible £30 million

RCF with a syndicate of three banks,

including previous lenders Lloyds,

together with NatWest and Silicon Valley

Bank. The facility is extendable for up to

two years. Variable interest is calculated

on utilised facilities based on leverage

with initial interest at Sterling Overnight

Index Average (SONIA) + 2% and non-

utilisation fees of 35%. Key banking

covenants remain the same with maximum

net debt to adjusted EBITDA of 2.5x and

interest cover of 4x adjusted EBITDA.

Joint Venture

On 22February 2021 the Group

announced an equal Joint Venture (JV)

partnership with Integral Diagnostics

Pty, a leading provider of medical

imaging services across Australia and

New Zealand. The JV, MedX, aims to

provide teleradiology reporting services

and increased reporting capacity in

Australia, New Zealand, the UK and

Ireland. The initial equity investment

by both parties into this JV was AUD

100,000 each (c.£50,000). The joint

venture will be reported on an equity

accounting basis going forward.

Return on Capital from acquisitions

2021 was the first full year performance

from Medica Ireland which was

acquired in November 2020. After

considering underlying operating

profits and assets employed in Ireland,

Return on Capital Employed for Ireland

in 2021 excluding apportioned head

office costs was comfortably ahead

of our target return of 15% which

represents a very strong performance

in the first full year in the Group.

Acquisition of RadMD

On 22March 2021 the Group acquired

RadMD LLC, a company incorporated

in the United States of America. RadMD

is a leading Imaging Contract Research

Organisation (“iCRO”) providing services

to the fast-growing clinical trials market.

The initial cash consideration paid was

$16.3m (£11.7m). Deferred consideration

of $4.9m shall be paid in Q2 2022 based

on profits for the year ended 31December

2021. A further deferred contingent

consideration of $0.3m is expected to

be paid in H1 2023 based on profits for

the year ended 31December 2022.

Equity placing and subscription

On 23March 2021, a total of £16.1

million was successfully raised through

a combined equity placing (£15.6 million

gross proceeds) and subscription (£0.5

million gross proceeds). Total costs in

connection with the fundraise were

£0.5 million. A total of 11,111,110 Ordinary

shares were issued including 10,727,666

Placing Shares and 383,444 subscription

shares which represented, in aggregate,

approximately 9.98 per cent of the issued

ordinary share capital of the Company.

At 31December 2021 total shares in

issue were 122,428,836

after also taking

account of shares granted to satisfy share

options that vested during the year.

Richard Jones

Chief Financial Officer

11 April 2022

www.medicagroupplc.com l stock code: MGP

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Managing risk is integral to

the continued success of

our business and our ability

to offer safe and compliant

critical services to our

customers. The Group has

continued to develop its risk

management framework

this year, through post-

acquisition integration with

Ireland and progress in the

US. The Group has ensured

that the processes in place

have supported strategic

risk-based decision-making

and is clearly defined

and quantified across

all business divisions.

It is through the risk

management process that

significant risks faced by

the Group continue to be

identified, assessed and

managed appropriately.

Although the Board of Directors

is ultimately responsible for risk

management within the Group, it has

delegated responsibility for monitoring

the effectiveness of the Group’s risk

management and internal systems

to the Audit Committee. The Audit

Committee receive a quarterly report

and dashboard summary of updates

from the executive management team

on the principal risks and uncertainties

and the steps being taken to manage

them. This process is monitored and

reviewed regularly to ensure it is fit for

purpose and adequately reflects risks in

an ever-changing business environment.

An overview of the risk management

framework is illustrated below:

Risk

Management

Framework

Governance & Board Oversight

Audit Committee

Report &

Monitor

Identify

Assess

Prioritise

Respond

Group Chief Executive Officer

Risk Moderator

Executive Management

Group & Divisional Management

Risk assessment process

The risk management process has

been established and embedded within

the UK and Irish divisions, with partial

implementation in the US and is underpinned

through the use of a suite of risk registers.

Each Group register is maintained by an

owner within the senior management team

and is overseen by the risk moderator. The

identification and evaluation of risks is

carried out through collaboration between

senior management and their teams.

All emerging risks are identified,

reviewed and assessed as part of the risk

management framework process. Risks

may also be identified through the use of

industry and horizon scanning, internal

forums and workshops with management

teams. Any potential new risk is considered

by the senior management team and its

impact and likelihood is assessed before

inclusion in the Group risk register.

The impact and likelihood of each risk are

identified and this generates a risk score that

can be holistically judged on a relative scale to

other risks and the changes to each individual

risk over time. Existing controls are then

identified and assessed resulting in a residual

(or current) risk score being calculated.

The individual risk registers are reviewed

by group and divisional management teams

and then summarised in an overall corporate

risk register that is regularly reviewed

by the executive management and Audit

Committee. The principle risks listed below

are drawn from the risk registers and noted

below is also how they are connected to the

Group’s strategic activities.

The business regularly assesses progress

against project plans and updates the

risk register accordingly when risks are

assessed to have changed as a result of

progress implementing various quality and

performance improvement projects.

Medica’s main strategic risks include the

post-acquisition integration of RadMD

and Medica Ireland into the Group and

the implementation of new technology

including our new PACS system into

the group.

Climate-related risk

Medica has reviewed its exposure to

climate-related risk through the existing

risk management process and has

assessed that the Group is not materially

exposed to this emerging risk. The Group

will continue to monitor and assess

climate-related risks and opportunities

in 2022 onwards. Further details on

this topic can be found in the TCFD

section of our ESG report on page 20.

Embedding the Group’s

recently acquired

divisions into the risk

management process

The Group’s risk management process

continues to evolve and develop in line

with changes in Group complexity and

as the level of risk maturity changes.

Following our acquisitions in Ireland and

the US, the risk management framework

was enhanced to adopt the Group’s risk

process into the acquired companies.

In addition, the risk framework was also

improved to recognise the risks that

are specific to individual geographies

and/or divisions and also new risks that

are common to the enlarged Group.

Details of Medica’s principle risks,

how they have changed compared

to the prior year and our mitigation

strategy for each are set out below:

Risks and Uncertainties

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Strategic Risk

Description Change Commentary for 2021

Acquisitions and integrations

In addition to the acquisition of Medica

Ireland in November 2020, the Group

acquired RadMD in March 2021 and created

an expanded group operation covering

new geographies, customers and service

lines. There is a risk that the acquired

companies are more complicated to

manage or integrate fully into the group

or introduce new risks to the group.



Decreased

Risk

The Irish and US divisions have positively contributed to the Group since

acquisition and integration activities are largely complete.

• The trading results (initial part year for RadMD) for both entities have

been in line with our expectations

• The Group has completed key steps for the integration of both

acquisitions

• The Group’s Cyber insurance policy has been extended to cover both

acquisitions and a review of cyber risk, disaster recovery and key IT

infrastructure has been completed

• In Ireland, customer contract terms have been aligned with the UK in

respect of data protection and other key regulatory terms

• In the US Medica has completed a full assessment of the control

environment and has enhanced management oversight with a number

of new key hires during 2021.

• A project is underway to replace the diverse individual financial

systems currently in place with a new globally integrated

financial system.

Advances in future technology

There is a risk that technology advances

reduce our ability to offer a market-

leading and best in class service to our

clients. This could be in areas such as

PACS, AI (“Augmented Intelligence”

or “Artificial Intelligence”), client

connectivity and other areas.



Decreased

Risk

The Group’s FutureTech programme continued to progress well during

the year focused on the upgrade of technology and systems to create a

more efficient and advanced platform for future growth, including:

• Preparation for the new PACs platform was completed during the

year and the system was successfully launched as planned in Q1 2022

• Medica deployed a new electronic online rostering system, enabling

more effective management of reporter capacity.

Financial Risk

Description Change Commentary for 2021

Contract risks

In the UK a number of competitors qualify to

undertake Elective and Out of Hours work

for the NHS and the market remains highly

competitive. Medica typically undertake out

of hours work under our NightHawk service

with contracts tendered for typically three

years directly with NHS trusts, or through

framework contracts. There is a risk that

competitor activity leads either to a loss

of key contracts or reductions in pricing

on renewal of key existing contracts.



Static

Risk

During 2021 Medica successfully re-tendered a number of key contracts

and despite the loss of a small number of contracts had a net overall

positive win rate in the year.

In addition, a continued focus on cost improvements meant that Medica’s

UK’s GPM improved in 2021 compared to prior years.

Medica remains the market leader in both the UK and Ireland and

continues to innovate and invest in service offerings to clients.

In the US, RadMD continued to develop its imaging contract research

organisation (“iCRO”) services direct to pharma sector clients offering a

full range of services to deliver effective imaging in clinical trials.

Medical litigation

In the UK and Ireland, Medica is involved in

services critical to patient care. The Group

therefore is occasionally party to litigation

and this could lead to defence costs

relating to such patient facing activities.



Static

Risk

In the UK and Ireland, primary insurance responsibilities remain with

sub-contracted radiologists, subject to certain exceptions where the

Group maintains primary cover. The Group also maintains comprehensive

secondary medical malpractice cover and at least annually reviews its

insurance requirements.

Whilst limited professional costs were incurred during the year

these were immaterial and within policy excess limits and the Group

successfully recovered certain costs from the radiologists holding

primary insurance cover.

The group has a comprehensive clinical quality and governance

framework and regularly reviews all issues and incidents brought to

its attention for swift resolution. Board oversight is maintained via the

Clinical Governance and Quality Committee (see ‘Clinical quality’ below)

www.medicagroupplc.com l stock code: MGP

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Risks and Uncertainties

continued

Compliance Risk

Description Change Commentary for 2021

Compliance and regulation

The Group and its clients operate in a

highly regulated landscape. This includes

operating and complying to the standards

and regulations set in each jurisdiction

operated in. These include the CQC, NHS,

HSE, the ICO and DPC (with particular note

to the UK & EU GDPR). Failure to comply

could lead to reputational and financial loss.



Static

Risk

The Group maintains internal processes, management systems,

certifications and accreditations to ensure it operates within compliance

of regulation. This includes

• QSI accredited status in the UK

• Registered manager for CQC purposes

• CHKS accredited status in Ireland

• Certified ISO 9001 quality management system in the UK & Ireland

• Internal data protection policy and process, with ICO registration in

relation to the ongoing requirements of UK and EU GDPR.

The Group successfully re-certified its UK quality management system

to ISO 9001 whilst the UK and Irish divisions successfully completed an

external survey to maintain CHKS accredited status in Ireland.

The Group continues to monitor the regulation landscape on an

ongoing basis.

Operational Risk

Description Change Commentary for 2021

Clinical quality

The Group’s radiology reporting in the UK

and Ireland forms an integral and essential

part of clinical management for patients.

Inaccurate reporting could lead to patient

harm and reputational damage to the Group.

This risk will always remain very high, due

to the inherent nature of the industry.



Static

Risk

Medica continues to maintain and strengthen its comprehensive clinical

governance, quality assurance and continuous improvement processes

including:

• Medical Advisory Board with oversight by the group medical director

and Clinical Governance and Quality Committee

• Ongoing management of clinical quality with regular auditing of

radiologists work

• Developing and implementing individual quality improvement plans

where necessary.

Technology and infrastructure

The Group’s service offerings are founded

on technology-driven workflow solutions.

A major failure or disruption would

result in reduced service levels and loss

of revenue. Enhancements in reporting

systems and workflows offer opportunity

to further develop the Group’s services

and reduce risk of failure and disruption.



Decreased

Risk

The Group continued the major investment in its technology systems

known as ‘FutureTech’ and is expected to deliver significant efficiency

and capability benefits in the short to medium term.

The new PACS system was successfully launched in February

2022 on schedule. Initial feedback from reporting radiologists was

overwhelmingly positive.

• Invest in in-house technology, software development and project

delivery capabilities

• The FutureTech investment programme is expected to further reduce

technology risk whilst enabling the Company to achieve its future

ambitions and to remain at the leading edge with its clients

• Maintain robust continuity plans and invest in its core data storage

and transmission architecture. The continuity plan was effective in

the initial response to the COVID-19 pandemic disruption and the

switch to home working

• The Group have launched a new master data project to develop an

updated framework to support the business to identify and meet its

information needs as it continues to scale.

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Operational Risk

Description Change Commentary for 2021

Cyber threats

The Group’s business could be significantly

disrupted, and security compromised if

a cyber incident (such as a successful

ransomware attack) results in the loss of

the confidentiality, integrity or availability

of the information it processes. A

successful cyber-attack could expose the

Group to significant loss of operations,

potential litigation, commercial,

financial, and reputational damage.



Increased

Risk

Cyber-attacks have continued to impact organisations globally and are

trending in an industry agnostic manner. The acquisitions in Ireland and

the US has increased the Group’s attack surface and presents increased

risk to its people, systems and services.

• The Group has developed a cyber roadmap to support the business in

its plans to further invest in cyber security defence

• The Group has maintained its headcount in its information security

team and the ISO 27001 certified security management system

• Recertification against the UK Government approved Cyber

Essentials was achieved in the year along with continued investment

in internet security technologies

• The information security team continues to deliver a security

awareness programme to all staff.

Reporter availability and capacity

The longer-term performance of the

Group depends on its ability to grow its

reporting capacity in each division in line

with growing client demand. Failure to do

so may result in reduced ability to provide

timely reports, in particular for critical

services such as NightHawk. Failure to

deliver a timely service could result in loss

of clients. In addition, if reporters are not

positively engaged and supported, the

Group could see a decrease in retention.



Static

Risk

Towards the end of the year, in the UK Medica refocused on expanding

reporter capacity having prioritised retention and re-engagement with its

existing reporters, as demand in Elective recovered strongly during the

year whilst NightHawk demand remained strong.

Throughout the year, Ireland continued to focus on recruiting

radiographers and sonographers for its managed services and reporting

radiologists and started to make use of the Group’s capacity in the UK for

suitable dual qualified radiologists.

In the US the focus remained on working with a selected group of

highly specialised reporting radiologists for clinical trials based both

domestically and internationally. In addition, the Group continued to

invest in increasing overseas reporting capacity, albeit this remains a

modest base, to add additional flexibility and capacity. This has been

enhanced by the Australian JV that was launched in February 2021.

People

The Group’s personnel are critical to

its continued performance. Loss of key

people, lack of people investment or

ineffective management may lead to failure

of the Group’s strategic objectives.



Static

Risk

The Group remains committed to the ongoing support and development

of its staff and leadership team including the new team acquired in

March 2021 with RadMD. Led by the Group’s Chief Executive Officer,

the business:

• Ensured its strategic objectives are cascaded down and clearly

communicated to the wider leadership and their teams

• Provided staff with appropriate incentives and employment packages

• Continued initiatives to embed the Group’s brand and values with all

staff and clearly communicate progress against its strategic goals

through regular companywide town hall meetings, online workshops,

annual performance appraisals and workforce engagement

• During the year, Jo Easton as non-executive responsible for

workforce engagement ran further workshops in the UK and Ireland

and communicated feedback to the Board.

www.medicagroupplc.com l stock code: MGP

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Our Directors

Roy Davis

Independent Chairman

Roy is the Company’s Chairman (having

joined at the IPO in 2017). He is also

Chairman of LungLifeAi plc, a lung

diagnostic company, Edinburgh Molecular

Imaging Ltd, a cancer theragnostic

imaging company, Foster & Freeman Ltd,

a leading forensic imaging manufacturer

and RAIR Health Ltd, an imageomics

company. Prior to these roles Roy served

as the chief executive officer of Optos

plc, a leading ophthalmology medical

device business, from 2008 until June

2016 when he stepped down following

the company’s acquisition by Nikon

Corporation. Before joining Optos, he

served from 2007 as chief executive

officer of Gyrus Group plc, a leading

medical device company, prior to its

acquisition by the Olympus Corporation

of Japan in 2008, having previously

served as chief operating officer of

Gyrus from 2003 and a non-executive

director since flotation in 1997. Prior

to this, Roy was CEO of NTERA, a

nanotechnology company, and before

that spent almost ten years with Arthur D

Little, the global management consulting

company, where he was vice president

and global head of its operations

management business. His early career

included experience in the connector,

oil and automotive sectors. Roy holds

a mechanical engineering degree from

the University of Southampton and an

MBA from the London Business School.

Dr. Stuart Quin

Chief Executive Officer

Dr. Stuart Quin joined Medica Group

in September 2019 from Synlab, the

international laboratory diagnostic

services provider, where he was

regional chief executive of Central

and Eastern Europe, Middle East and

Africa. Previously he was Synlab’s Group

chief commercial officer and chief

executive of its operations in UK and

Ireland. Stuart brings a track record of

delivering significant growth both in the

UK and internationally and has extensive

experience of working in partnership with

the NHS. During Stuart’s tenure in the

UK he expanded the business by winning

new diagnostic service contracts and

through the acquisition of four companies

that significantly diversified Synlab’s

service offering into drug and alcohol,

specialist food and veterinary testing.

Prior to joining Synlab, Stuart worked

in private equity as a Director at August

Equity and at 3i plc in Munich and London

where he focused on investing in fast-

growing healthcare businesses across

Europe and the US. Stuart also spent four

years at Accenture in the US, UK and

Japan as a Manager in the health and life

sciences strategy consulting practice.

Stuart holds a BSc (Hons) in Immunology

from the University of Edinburgh, a PhD

in Immunology from Imperial College,

London and an MBA from INSEAD.

Stuart is a member of the Investment

Committee of Alta Semper Capital,

a frontier markets private equity firm

focused on investing in consumer and

healthcare companies in Africa. He is a

Fellow of the Royal Society of Medicine

and the Royal Geographical Society.

Jo Easton

Independent Non-Executive

Director

Jo served as group director of HR for

De La Rue plc for six years until she

stepped down in March 2020. De La

Rue provides products and services

in the supply of Cash and Product

Authentication & Traceability and works

with governments and commercial

organisations across the world. During

this time, Jo was a member of the

executive leadership team focused on

driving growth and reshaping the business

involving a significant level of change and

including a number of disposals and an

acquisition. She was also the executive

arm of the Remuneration Committee.

Prior to joining De La Rue, Jo spent six

years at Associated British Foods plc

working in the Twinings business in an

international HR role with responsibilities

across the UK, Asia, and Europe.

Her previous experience includes HR

roles involving major change and business

transformation with Aviva plc and Zurich

Insurance and in telecommunications

at BT plc where Jo started her career.

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Richard Jones

Chief Financial Officer

Richard Jones joined Medica on 3August

2020. Richard has extensive experience

in the healthcare sector, both from his

more recent career as a CFO in two UK

quoted companies and from his prior

experience in healthcare Investment

Banking initially as a healthcare sector

analyst and then in corporate finance

latterly as head of healthcare at Investec.

Richard joined Medica from AIM

listed Mereo BioPharma Group PLC,

a clinical-stage biopharmaceutical

company focused on oncology and

rare diseases that dual listed in 2019

where he was CFO from January 2017.

Prior to Mereo, Richard was CFO and

company secretary of AIM listed Shield

Therapeutics plc from early 2011. At

Shield he had a leading role establishing

the finance and other operations and

guiding Shield through its 2016 IPO.

Richard is also a non-executive director

and head of the Audit Committee

at AIM listed Alliance Pharma PLC,

having joined the Board in January

2019. Richard qualified as a chartered

accountant with PwC in 1991.

Dr. Junaid Bajwa

Independent Non-Executive

Director

Junaid is a practising physician in the

NHS and currently occupies the roles

of chief medical scientist at Microsoft

Research, and as a non-executive

director at University College London

Hospitals NHS Foundation Trust.

He was previously the global lead

for strategic alliances and solutions

for the Global Digital Centre of

Excellence at Merck Sharp & Dohme

(Merck & Co), where he helped

shape their global digital strategy.

Junaid also has experience in the

academic world where he is a clinical

associate professor at University College

London (UCL) and a visiting scientist at

the Harvard School of Public Health. Over

the past 15 years, Junaid has worked

across primary care, secondary care, and

public health settings in addition to acting

as a payer, and policy maker within the

UK, where he specialised in informatics,

digital transformation, and leadership.

He has also acted as a consultant for

health care systems across the US,

Australia, New Zealand, Singapore,

the Middle East, and Europe.

Barbara Moorhouse

Senior Independent

Non-Executive Director

Barbara has extensive business and

management experience in the private,

public and regulated sectors.

In the private sector Barbara has held

a series of strategic, commercial and

finance roles, including being chief

finance officer for two international

listed IT companies – Kewill Systems

plc and Scala Business Solutions NV,

group finance director at Morgan

Sindall plc, and regulatory director at

South West Water. In the public sector,

she has been director general at the

Ministry of Justice and the Department

for Transport and chief operating

officer at Westminster City Council.

Barbara has been a trustee and chair of

the Audit Committee for Guy’s and St

Thomas’ Charity and a non-executive

director of the NHS West Hampshire

Clinical Commissioning Group.

Barbara is Chair of Agility Trains,

non-executive Director and Chair of

Remuneration Committee at Aptitude

Software Group PLC and non-executive

Director at Balfour Beatty PLC. She

is currently Chair of the Rail Safety

and Standards Board, from which

she is stepping down in May 2022.

www.medicagroupplc.com l stock code: MGP

Dear Shareholder

I am delighted to introduce

this section on governance,

which describes the

activities of the Board and

its Committees during 2021

and how we have ensured

governance continues to

be a pivotal part in the

strategic development

and day-to-day running of

this business.

Compliance with the

Corporate Governance

Code (the “Code”)

As a main market quoted company, our

governance framework is underpinned

by the Corporate Governance Code

(the ‘Code’) further details of which

can be found on our website at www.

medicagroupplc.com/investors/

corporate-governance. During the year

the Company complied fully with the

code with the exception of a small number

of areas. Areas of non-compliance are

explained in more detail on page85

and relate to remuneration matters that

have been addressed in the three-yearly

review of Remuneration policy which

was approved at the 2021 AGM as set

out on page51 of the Remuneration

Report with one additional proposed

change being put to shareholders

for approval at the forthcoming 2022

Annual General Meeting (“AGM”).

Changes to the Board

during the year and since

the year-end

During the year we have strengthened

the Board with the addition of Dr. Junaid

Bajwa as non-executive director and

Barbara Moorhouse as senior independent

director and chair of the Audit

Committee. I am confident the Board

will continue to provide the leadership

and oversight required to help the

Company in the next stage of its growth.

Our 2022 AGM

Our 2022 AGM will be held at 11.00am

on 27th June 2022. Shareholders are able

to attend but we advise all shareholders

to cast your votes online or by post

ahead of the meeting and it should be

noted that all voting will be conducted

on a poll. Further details of the 2022

AGM and the proposed resolutions will

be published in the AGM notice. Only

those votes received by proxy or cast

in person will count and, as such, if you

are not planning on attending in person

then you should cast your votes by post

or online for them to be validly counted.

Thank you for your continued

support and the Board would like to

thank all shareholders in advance

for your co-operation around the

arrangements for this year’s AGM.

Roy Davis

Chairman

11 April 2022

Corporate Governance Report

Key achievements in 2021

• Review and recommendation to the Board of approval of the Annual

Report for 2020

• Review and approval of the 2021 audit plan and fees proposed by

the auditors

• Review and recommendation to the Board of approval of the 2021

interim financial statements

• Appointment of two new non-executive directors to the Board

• Review of independence and effectiveness of auditors and

recommendation of their re-appointment for 2022

• Regular review of risk management, the risk register and

internal controls

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Annual Report for the year ended 31 December 2021

Our Corporate Governance Framework

Shareholders

Our shareholders delegate to the Board

collectively, the responsibility for the

long-term success of the Company within a

framework of good governance. The Board

seeks to understand the investor base

through regular dialogue and engagement.

The role of the Board

The Board is collectively responsible to

shareholders for the overall direction

of the Group. The Board’s primary aim

is to promote the long-term success of

the Group whilst ensuring the highest

standards of corporate governance.

The Board’s key responsibilities include:

• Overall leadership of the Group;

• Setting and reviewing strategic aims

and objectives of the Group;

• Oversight of the Group’s operations

including management, planning and

operating systems;

• Monitoring and management of key

business risks and internal controls;

• Approving annual budgets and

reviewing performance against aims

and objectives;

• Approval of significant financial

expenditure, including mergers and

acquisitions;

• Approval of structural changes to

the Group;

• Approval of Board membership

and other senior management

appointments or management

structural changes;

• Proposing and making dividend

payments to shareholders.

To assist the Board in their responsibilities,

there are five standing Committees

of the Board: the Audit Committee,

the Remuneration Committee, the

Nominations Committee, the Clinical

Governance & Quality Committee and

the Environmental Social & Governance

Committee. The terms of reference for the

Committees are available on the Medica

Group website at https://medicagroupplc.

com/investors/corporate-governance/.

The Role of the Chairman

The Chairman. Roy Davis, has primary

responsibility for leading the Board,

facilitating the effective contribution of

all members and ensuring that it operates

effectively and in the best interests of

shareholders. He maintains a regular

dialogue with the CEO to ensure the

business receives the support from the

Board necessary to progress the strategy.

Role of the CEO

The CEO, Stuart Quin, is responsible for

day-to-day running of the business and

implementing the group’s strategy.

The Audit Committee

The Audit Committee is responsible for

monitoring and reviewing the integrity

of the financial reporting process, risk

management and internal control, ensuring

compliance with UK reporting standards.

The Audit Committee’s report for 2021 is

set out on pages 44 to 45.

Remuneration Committee

The Remuneration Committee is responsible

for the development and implementation

of the Group’s remuneration framework

and policies for directors and to ensure

that these support the strategic aims of

the business while also complying with the

requirements of regulation.

The Remuneration Committee report for

2021 is set out on pages 50 to 70.

Nomination Committee

The Nomination Committee is responsible

for the structure of the Board, providing

advice on Board and senior management

appointments and succession planning

and monitoring the composition of the

Board and its Committees.

The Nomination Committee’s report for

2021 is set out on pages 46 to 47.

Clinical Governance &

Quality Committee

The Clinical Governance & Quality

Committee (CG&QC) was formed on

1March 2021 and is Chaired by Dr. Junaid

Bajwa. The Committee provides oversight

for clinical quality and governance at

Medica, ensuring that the Clinical service

is appropriately governed and is meeting

expected regulatory standards in relation

to the Responsible Officer regulation (2010

rev. 2013) and CQC. Furthermore, the

committee provides oversight for the wider

governance of clinical services, providing

reassurance to the Board that the service is

well-governed with effective policies.

Environmental, Social and

Governance Committee

In December 2020, the Board formally

established an ESG Committee to provide

a greater focus of the Company’s initiatives

and approach to ESG matters. The

Committee currently consists of all Board

members and is chaired by Dr. Junaid

Bajwa. Details of our approach to ESG

and activity during the year is set out on

pages14 to 22 of the Strategic Report.

Board composition and

independence

During the year, The Company regarded

Roy Davis, Steve Whittern (until his

resignation), Jo Easton, Dr. Junaid Bajwa

and Barbara Moorhouse as all having had

no prior association with the Group, as

“independent non-executive directors”

within the meaning of the UK Corporate

Governance Code, and free from any

business or other relationship that could

materially interfere with the exercise of

their independent judgement.

The senior independent director has an

important role on the Board in leading

on corporate governance issues and

being available to shareholders if they

have concerns which contact through

the normal channels of the chairman,

chief executive officer or other executive

directors has failed to resolve, or for

which such contact is inappropriate.

Steve Whittern was the Company’s

senior independent director (SID) until he

stepped down at the 2021 AGM. Barbara

Moorhouse assumed the role of SID when

she joined in July 2021.

Directors are subject to election or

re-election at each AGM. Barbara

Moorhouse will be standing for election

and all remaining directors will be

standing for re-election.

The Board also identifies and where

necessary manages conflicts of interest,

including those resulting from significant

shareholdings and ensures that the

influence of third parties does not

compromise or override independent

judgement. Details of our significant

shareholders are set out in the Directors

Report on Page 73.

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

www.medicagroupplc.com l stock code: MGP

Corporate Governance Report

continued

Board and Committee attendance

There were 15 Board meetings in 2021, including one meeting dedicated to the

consideration of the Group’s strategy. In addition to scheduled Board meetings, there is a

regular informal dialogue between all directors.

The attendance of Board members at Board and Committee meetings are shown below.

The attendance of executive directors at committee meetings was by invitation. The

company secretary is also secretary to each of the committees.

Board Audit Rem Nom Clinical ESG

Total meetings 15 4 4 3 2 1

Junaid Bajwa 10 4 2 2 2 1

Barbara Moorhouse 5 3 2 1 1

Roy Davis 15 4 4 3 2 1

Steve Whittern 8 1 2 2

Jo Easton 15 4 4 3 1 1

Stuart Quin 15

Stephen Davies 6

Richard Jones 15

(1) Steve Whittern attended all relevant Board and Committee meetings until his resignation at the AGM

in June 2021

(2) Dr. Junaid Bajwa attended all relevant Board and Committee meetings following his appointment on

1April 2021

(3) Barbara Moorhouse attended all relevant Board and Committee meetings following her appointment as

Senior non-executive director on 1July 2021

Strategy and direction

During 2021 the Board reviewed and

monitored the Group’s performance

against the core strategy outlined in

detail in the Group’s Annual Reports

and as communicated to shareholders

at the inaugural Capital Markets

Day held in September 2021.

In November 2021 the Board, together

with members of the senior management

team, held an off-site strategy meeting to

review and assess the business strategy

and the wider opportunities and risks

for the business. In December 2021,

the Board reviewed and approved the

budget for 2022 and in February 2022

approved the longer-term business plan.

Stakeholder engagement

The Group recognises the importance of

clear communication with shareholders.

Regular contact with institutional

investors, fund managers and analysts

is maintained by the chief executive

and the chief financial officer to

discuss information made public

by the Group. The Board receives

reports of these meetings and any

significant issues raised are discussed

by the Board. Where appropriate, or

if requested, such meetings could

include either or both of the chairman

or senior independent director.

The chairman and Chairs of each

Committee are also available to discuss

governance and strategy matters with

shareholders and the Chairman and Chair

of the remuneration Committee have

met with a number of major shareholders

during the course of the year.

The Board continued the process of

engagement with other stakeholders

through the work of Jo Easton,

the non-executive responsible

for workforce engagement.

Board evaluation

Each year, our Board evaluation process

discusses with Board members their

thoughts on succession and diversity when

reviewing Board culture and the Boards

effectiveness. Our process also considers

Board members other interests to ensure

each has sufficient time to perform their

duties. Following Corporate Governance

best practice, the 2022 evaluation process

was due to be externally conducted.

However, with two new non-executive

members joining the Board in the year we

decided to postpone this review until later

in 2022 when the Board has had more time

to work together. In the meantime, we have

been working hard to ensure the stability

and effectiveness of the new Board

and have conducted an annual internal

survey regarding Board effectiveness to

identify opportunities for improvement.

Risk management and

internal controls

The Board is responsible for

maintaining a sound system of

internal controls, including financial,

operational and compliance controls

and risk management, and reviews

the effectiveness of the system at

least annually in order to safeguard

shareholders’ investment and the

Company’s assets. The system is

designed to manage rather than

eliminate risk and can provide only

reasonable and not absolute assurance

against material misstatement or loss.

The Board confirms that there is

an ongoing process for identifying,

evaluating and managing the significant

risks faced by the Company and that

this process is regularly reviewed by

the Board. The Board has reviewed the

effectiveness of the system of internal

control and the process for identifying

and evaluating the significant risks

affecting the business, and the policies

and procedures by which these risks are

managed. Management are responsible

for the identification and evaluation of

significant risks applicable to their areas

of business, together with the design and

operation of suitable internal controls.

The principal risks and uncertainties

are included on pages 34 to 37

The Audit Committee reviews the

scope of audits, the half yearly and

annual financial statements (including

compliance with legal and regulatory

requirements) and reports to the

Board on financial issues raised by

the audit reports. Financial control is

exercised through an organisational

structure which has clear management

responsibilities with segregation of

duties, authorisation procedures and

appropriate information systems. The

system of annual budgeting with monthly

reporting and comparisons to budget is a

key control over the business and in the

preparation of consolidated accounts.

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Annual Report for the year ended 31 December 2021

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

www.medicagroupplc.com l stock code: MGP

Report of Audit Committee

Key achievements in 2021

• Appointment of a new Committee Chair

• Review and recommendation to the Board of approval of the Annual

Report for 2020

• Review and approval of the 2021 audit plan and fees proposed by

the auditors

• Review and recommendation to the Board of approval of the 2021

Interim Financial Statements

• Review of the accounting treatment of the acquisition of RadMD LLC

• Reorganisation of the group corporate structure to liquidate two inactive

legacy subsidiaries

• Review of independence and effectiveness of auditors and

recommendation of their

re-appointment for 2022

• Regular review of risk management, the risk register and

internal controls.

• Approval of a new financial system to be implemented across the

group in 2022

Background and scope

of the Committee’s

activities

The Audit Committee assists the Board in

discharging its responsibilities in relation

to financial reporting, risk management

and external and internal controls. The

ultimate responsibility for reviewing

and approving the Annual Report and

Accounts and the half-yearly reports

remains with the Board. The Audit

Committee gives due consideration to

laws and regulations, the provisions of

the UK Corporate Governance Code and

the requirements of the Listing Rules.

The Committee works with the full Board

to fulfil its oversight responsibilities.

Its primary functions are to:

• Monitor the integrity of the financial

statements and other information

provided to shareholders to ensure

they represent a clear and accurate

assessment of the Group’s position,

performance, strategy and prospects;

• Consider the financial statements

and recommend to the Board on

whether the Annual Report and

Accounts, taken as a whole, is fair,

balanced, understandable and

provides information necessary

for shareholders to assess the

performance, business model and

strategy of the Group;

• Review significant financial reporting

issues and judgements contained in

the financial statements;

• Review the systems of accounting,

internal control and risk management;

• Monitor and review the significant

risks identified by the Group as well

as the management and mitigation of

those risks;

• Make recommendations in relation

to the appointment of the external

auditors, including their remuneration

and the provision by them of any non-

audit services;

• Oversee and maintain an appropriate

relationship with the Group’s external

auditors and review the effectiveness,

independence and objectivity of the

external audit process;

• Monitor the arrangements by which

employees can, in confidence,

raise concerns about any possible

improprieties in financial and

other matters and consider

internal processes to comply

with UK legislation including the

UK Bribery Act and The Criminal

Finances Act 2017.

Dear Shareholder,

I am pleased to present my first report as Chair of the

Audit Committee. In addition to the focus on governance

matters outlined in this report, the Audit Committee pays

particular attention to:

1. Maintenance of appropriate financials controls to

manage both organic and inorganic growth;

2. Development of the finance organisation and

financial processes to support growth and align with

corporate change;

3. Monitoring the allocation of capital and return on

investment.

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Annual Report for the year ended 31 December 2021

Membership

and meetings

Since 1July 2021, The Audit Committee

has been chaired by Barbara Moorhouse,

following the departure of the previous

Chair, Steve Whittern from the Board

in June 2021. The Committee’s other

members are Roy Davis, Jo Easton

and Dr. Junaid Bajwa, who joined the

Committee on his appointment as an

non-executive director in April 2021. All of

the Committee members are considered

independent. The directors consider

that Barbara Moorhouse has recent and

relevant financial experience. The Audit

Committee typically meets three times

per year in the ordinary course based

around the Company’s reporting cycle

and otherwise as circumstances require.

The Committee met four times in

2021. The CEO attended three and

the CFO attended all the Committee

meetings in 2021 by invitation.

Principal activities

for the year

During 2021 the key activities of

the Committee were as follows:

1. Activities relating to the Group’s

regular reporting cycle

• Review and recommendation

to the Board of approval of the

2020 Annual Report including

the Financial Statements. As part

of this review the Committee

received reports from the external

auditors on their audit for 2020.

It also reviewed the Preliminary

Announcement made to the

London Stock Exchange and

reviewed and recommended for

approval by the Board the going

concern statement together with

the supporting forecasts and

assumptions.

• Review of the effectiveness and

independence of the external

auditors, Grant Thornton

following the 2020 audit and the

recommendation to the Board to

propose their re-appointment at

the 2021 Annual General Meeting.

• Approval of the 2021 audit plan

prepared by the external auditors.

• Approval of the audit fees for

2021. The Committee carefully

considered the proposals from

the auditors including a detailed

review of the proposed scope

of the audit of the expanded

group which now including both

RadMD and Medica Ireland. The

Committee approved the audit

fees as set out in Note6 which,

whilst representing a significant

uplift on 2020 reflect the

increased scope both in respect of

the acquisitions but also in respect

of other matters including a more

detailed review of management

estimates and judgements.

• Review and recommendation

to the Board for the approval

of the 2021 Interim Financial

Statements including the going

concern statement together with

the supporting forecasts and

assumptions.

2. Activities relating to the acquisition

of RadMD LLC in March 2021

Review and approval of the accounting

treatment for the acquisition

including detailed consideration

of the estimates and judgements

used in determining the accounting

treatment for the transaction, its

valuation of the initial and deferred

consideration and appropriate

disclosures in accordance with IFRS.

3. Non-audit services provided

by the external auditor

Non-audit services provided by the

Company’s auditor are kept under

review by the Committee. Non-audit

work is only awarded to the auditors

after due consideration of matters

of objectivity, independence, costs,

quality of service and efficiency. In

2021 the auditor undertook limited

non-audit services, as set out in

Note6 of the Financial Statements.

4. Effectiveness and independence

of external auditor

The Committee is also responsible

for advising the Board on the

appointment of the auditor and

assessing their independence.

Independence:

There are no contractual obligations

that restrict the Audit Committee’s

choice of external auditor. Grant

Thornton UK LLP has been external

auditor to Medica Group PLC since

2013. The Committee has considered

the latest guidance from the Financial

Reporting Council on auditor rotation.

The Committee has also considered

the tenure of the reporting audit

partner, Chris Smith who has been

audit partner since 1January 2018.

In addition, the report from Grant

Thornton UK LLP confirming their

independence and objectivity

was reviewed by the Committee

on 25October 2021.

The Committee is responsible for

regularly reviewing the effectiveness

and performance of the external

auditors and considering and agreeing

appropriate fees for the audit. At the

end of the 2020 audit, the Committee

reviewed and were satisfied with

the performance of the external

auditor and recommended their re-

appointment for 2021 to the Board.

Following the review of the auditor’s

activities as outlined above, the

Committee has recommended to

the Board that Grant Thornton LLP

are reappointed as external auditors

by shareholders for 2022 at the

2022 Annual General Meeting.

5. Committee feedback

from the auditors without

management present

The chair of the Committee

meets with the external auditors

without management present at

least twice a year. There were

no matters of concern raised

during these meetings in 2021.

6. Internal audit function

The Committee noted that the Group

had a well-developed clinical audit

function but concluded that there was

no immediate requirement for the

Group to have an internal financial

audit function, due to its current size

and complexity. The Committee will

consider the need for an internal

audit function on an annual basis.

7. New Financial system

During the year the Committee

considered proposals from the

Executive financial team to

implement a new group-wide

financial reporting system to replace

the disparate systems currently in

place in the three divisions and to

upgrade the functionality of core

financial reporting systems. The

Committee approved a new system

and implementation plan for 2022.

Barbara Moorhouse

Chair of the Audit Committee

11 April 2022

STRATEGIC REPORT

GOVERNANCE

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www.medicagroupplc.com l stock code: MGP

Report of Nomination Committee

As a growing business with an increasing

international footprint, it is critical that

we ensure we have the right people

to help us continue to deliver our

objectives in line with Group’s strategy.

This means the Committee must

remain focused on understanding its

framework for diversity alongside talent

and succession planning across the

business. Gender and ethnic diversity

forms part of the Committee’s discussions

when reviewing succession plans for

the Board and the Executive team.

Each year, our Board evaluation process

discusses with Board members their

thoughts on succession and diversity when

reviewing Board culture and the Board’s

effectiveness. This process was due to be

an externally conducted process in 2021

but with two new non-executive members

joining the Board in the year we decided

to postpone this review until later in 2022

when the Board has had more time to

work together. In the meantime, we have

been working hard to ensure the stability

and effectiveness of the new Board.

As part of our regular review, we consider

the skills on our Board to ensure we

identify any gaps. We talk about a range

of areas such as relevant experience,

gender, ethnicity, skills, and any specific

skills identified to strengthen and develop

the knowledge base on the Board. When

necessary, we also engage and work with

specialist recruitment consultants to help

identify talent and search for potential

candidates that meet our objective criteria.

We were delighted to announce in

June 2021 the appointment of Barbara

Moorhouse as Senior Independent

Non-Executive Director and Chair of

theAudit Committee replacing Steve

Whittern who stepped down at the

2021 AGM. On behalf of myself and

the Board I would like to thank Steve

for his contribution to the business

since our IPO. Barbara formally

joined the Board on 1July 2021.

The Committee also continued its broader

work on succession planning, diversity

and the mix of skills and experience

on the Board, which will remain a key

aspect of our focus in the year ahead.

Roy Davis

Chairman of Nominations Committee

11 April 2022

Introduction

The Nomination Committee’s role is to regularly review the structure, size and composition of the Board

to ensure the skills, knowledge and experience match the requirements of the business.

The primary functions of the Committee are:

• To review and make recommendations on any changes on the size, structure and composition of the Board;

• To provide a formal, rigorous and transparent procedure for identifying and nominating new directors to the Board;

• To review the succession planning for the Group as a whole and for key Board positions in particular; and

• To review and evaluate the performance of the Board.

The Committee has recognised the requirement of the new UK Corporate Governance Code 2018 (the ‘Code’) in its decision-making.

Dear Shareholder,

On behalf of the Nomination Committee (the ‘Committee’),

I am pleased to introduce the Nomination Committee report

in which we set out the Committee’s responsibilities and

report on the activities of the Committee during the year.

Key achievements in 2021

• Recruitment of Barbara Moorhouse as a replacement senior non-

executive director following Steve Whittern’s resignation from the Board

STRATEGIC REPORT

GOVERNANCE

FINANCIALS

Annual Report for the year ended 31 December 2021

Membership

and meetings

In line with the provisions of the UK

Corporate Governance Code 2018 the

Nomination Committee is made up of the

non-executive directors of the Company.

Roy Davis is the chair of the Committee

and the other members during the year

were, Jo Easton, Dr. Junaid Bajwa, Barbara

Moorhouse and Steve Whittern until his

retirement from the Board at the 2021 AGM.

Only the members of the Nomination

Committee have the right to attend

meetings. Executive directors, other Board

members and advisers may be invited to

contribute on specific agenda items as

appropriate. The company secretary acts

as secretary to the Nomination Committee.

The Nomination Committee updates the

Board following its meetings and invites

contributions and views from the Board.

The Nomination Committee meets once

a year in the ordinary course of business

and more frequently as circumstances

require. During 2021 the Committee met

formally three times and all members

attended. In addition to the formal

Nomination Committee meetings, ad hoc

meetings and calls were held during the

year between members of the Nomination

Committee, and at times with contributions

from other members of the Board.

Role and responsibilities

The Nomination Committee’s main

priorities are to ensure that the Group

has the best possible leadership and to

plan for both executive and non-executive

director succession. Its key focus is

therefore on the composition of the

Board, for which appointments will be

made on merit against objective criteria.

The Nomination Committee advises the

Board on these appointments, oversees

the recruitment processes, and also

considers retirements and resignations

from the Board and its other committees.

The Nomination Committee regularly

examines succession planning based on

the Board’s balance of experience, overall

diversity and the leadership skills required

to deliver the Company’s strategy.

Process for Board

appointments

When considering a Board appointment,

the Nomination Committee draw up a

specification for the relevant position,

taking into consideration the specific

role as well as the balance of skills,

knowledge and experience of its existing

Board members, the diversity of the Board

and the independence of continuing

Board members, together with the

ongoing requirements and strategic

development of the Group. Care is taken

to ensure that proposed appointees have

sufficient time to devote to the role and

that there are no conflicts of interest.

The Nomination Committee utilises the

services of an executive search firm to

identify appropriate candidates, ensuring

that the search firm appointed does not

have any other conflicts with the Group.

In addition, the Nomination Committee

will only use those firms that have

adopted the Voluntary Code of Conduct

addressing gender diversity and best

practice in search assignments. A long

list of potential appointees is reviewed,

followed by the shortlisting of candidates

for interview based upon the objective

criteria identified in the specification.

Committee members interview the

shortlisted candidates together with other

directors as appropriate and identify a

preferred candidate. Following these

meetings, and subject to satisfactory

references, the Nomination Committee

make a formal recommendation to

the Board on the appointment.

Board induction

and training

All Board members undertook relevant

training on their responsibilities and duties

as directors as part of their induction and

onboarding to the company. Updates on

changes in corporate governance as well as

additional training is provided as required.

Diversity policy

The Company makes all Board

appointments on individual merit, while

recognising the benefits of Board diversity.

Our diversity policy aims to ensure that

weconsider diversity in its broadest

sense. A diverse Board has members

with different skills, backgrounds,

regional and industry experiences,

races, genders and other qualities.

Activities in 2021

The Committee reviewed the composition

of the Board and the processes

surrounding succession planning. The

Committee concluded that the current

Board size and structure was suitable for

the business as it continues to develop.

The Committee’s main task was to recruit a

new non-executive director and Chair of the

Audit Committee to replace Steve Whittern

who stepped down at the 2021 AGM.

The search process for a replacement

was conducted by Ridgeway Partners,

who have no other connection to the

Group or to individual directors. We were

delighted to appoint Barbara Moorhouse

who joined the Board on 1July 2021 and

will stand for election at the upcoming

AGM in May 2022. Barbara was the

outstanding candidate for the role bringing

extensive financial, fast-growing industry

and non-executive experience to the

Board. As part of her role, Barbara will

also become the Senior Independent

non-executive director of the Board.

Performance evaluation

Given the changes to the makeup of the

Board during the year we decided to

undertake an internal Board evaluation

and postpone the external evaluation

until later in 2022 when the new

members of the Board will have been

in post for a reasonable period.

The Committee completed the

performance evaluation which was

designed to bring about debate on

relevant issues and assist in identifying

potential areas of improvement in the

Board’s processes as well as ensuring the

Board operates efficiently and effectively.

The themes covered by the internal

evaluation included:

• The role of directors and the board

• Performance of the Non-

executive directors

• Performance of the

Executive directors

• Board meeting effectiveness

• Performance and effectiveness of

Committees

• Effectiveness of monitoring

performance

• Leadership and culture

• Corporate governance

• Induction training and process

Several improvement opportunities

were identified for implementation and

the internal evaluation concluded that

the Board, its committees and each of

its directors continue to be effective.

Re-election of Directors

The Committee met in early 2022 to

review the continuation in office and

potential reappointment of all members

of the Board. Following this review, the

Committee recommended to the Board

that all current and new directors be

appointed or reappointed, and these

directors will seek election or re-election

at the annual general meeting.

Roy Davis

Chairman of Nomination Committee

11 April 2022

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Dear Shareholder

I am pleased to introduce to you the inaugural report of the

Clinical Quality and Governance Committee (CQ&GC). The

committee was established to provide oversight of all the

clinical aspects of governance and quality within Medica,

further emphasising the importance we place on putting patient

outcomes at the heart of our work. It was felt that it was critical

to establish this committee, especially at a time of growth and

global expansion, to ensure we have a focal point to undertake

a comprehensive review of all Medica’s clinical and quality

activities to assure the Board that our services are well governed

with effective policies.

Key achievements in 2021

• Inaugural meeting convened

• Terms of reference and

membership agreed

• Agreed agenda and areas of interest

• NHS England appraisal

and revalidation return

successfully submitted

CQ&GC Membership

The committee is chaired by Non-Executive

Board Member Dr. Junaid Bajwa, with

RoyDavis attending as a member. The

Committee is supported by the Group's

senior management team.

Meeting frequency

The group typically meets on on a

biannual basis in April and September and

additionally as required. In 2021 the

Committee met once for its inaugural

meeting and all committee members

attended.

Committee terms of reference

The purpose of the committee is to provide

oversight and reassurance of the clinical

governance processes and governance

management within Medica to the board.

As part of that assurance review, the

committee ensures that the governance,

quality, and risk teams are working to

maintain standards outlined across:

• The Medica Clinical

Governance Framework

• The Medical Practitioners

Assurance Framework

• Medica Practicing Privileges policy

• Quality Standard for Imaging

(QSI) standards

• CQC Inspection Framework –

Independent hospitals: teleradiology

• ISO 9001

• ISO 27001

• Cyber Essentials

• CHKS

• HIQA

• EPA

The role of the chair is to challenge and

critique the processes in a continued

journey of evolution in excellence. The

team will bring ideas for development

and harmonisation through the business.

The committee standing agenda

for discussion includes:

• PLC Board feedback on committee

reports and activity

• Medical Advisory Board report –

themes and actions

• Clinical Governance Committee

report – themes and actions

• Equality and Diversity – GMC

and medico-political landscape,

employment landscape

• GMC appraisals and NHSE appraisal

annual report

• Risk register review

• Clinical Incident Report Tracker –

trend analysis and action

• CQC Regulation 18 Notification

Tracker - review

• Legal tracker and update of

notable cases

• Standards

Planned Committee activity in

2022 and beyond

The committee plans to receive a report

and representation from RadMD, our US

usiness to provide Board assurance of the

governance oversight applicable to the

activities of clinical trials and research

reporting. The diversity of experience

in the Group opens huge opportunities

for learning and sharing of global best

practice in governance and quality.

The committee are keen to see positive

engagement with Medica’s reporting

community in the coming year.

Engaging, retaining and investing in

high quality radiologists and reporting

radiographers are seen as essential

areas for Medica’s success. This will

involve a multi-faceted approach which

the committee wish to assist with.

Equality, diversity, and inclusion (EDI)

are key topics in current employment

and clinical arenas that this group are

delighted to engage with. We look

forward to assisting the Environmental,

Social and Corporate Governance

(ESG) Committee in developing key EDI

metrics, developing our diverse and

inclusive workforce and delivering against

these aspirations in the year ahead.

Through 2022 and beyond the committee

plans to ensure that new evolutions

of quality standards such as QSI are

incorporated into our routine processes.

The committee members are tasked with

ensuring communication of any changes

in standards to the group allowing wider

consideration of requirements and impact.

This will facilitate efficient incorporation

of the changes into the business.

Summary

The CQ&GC brings together key

stakeholders from across the Group to

provide a forum for open discussion

of standards, governance, and quality.

The aim is to provide assurance of

the expected high quality in clinical

and governance for the Board.

Dr. Junaid Bajwa

Chair

11 April 2022

Report of Clinical Quality

and Governance Committee

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Annual Report for the year ended 31 December 2021

Dear Shareholder,

“ Our focus as we look

forward, is to ensure that

our ESG strategy closely

aligns to our Group mission

and values”

This year we have continued to make good

progress to enhance our understanding,

and our approach to ESG impacts.

The management team continue to

recognise the importance of the Group’s

ESG activities and how they underpin

the continued success of the business.

I am pleased to report that following

a detailed review and assessment

during the year, the team have further

enhanced the Group’s ESG framework.

We held committee meetings throughout

the year and after each one, I reported

to the Board on the key issues that

were discussed. Informal discussions

were also regularly held between

Committee members and key business

stakeholders during the year as and

when required. We also reviewed global

best practice in this area and considered

how to implement this for Medica

Our focus as we look forward, is to

ensure that our ESG strategy closely

aligns to our Group mission and values.

Further details on our progress can be

found in the ESG at Medica section of

the Strategic Report on pages 14 to 22.

In order to achieve this we must strive to

ensure that clear objectives and metrics

are in place to measure and manage

our ESG performance. I look forward to

reporting on these developments in 2022.

Dr. Junaid Bajwa

Chair of the ESG Committee

11 April 2022

Key achievements in 2021

• Developing an updated ESG strategy and framework based on our four key pillars

of People and Community, Responsible Operations, Environmental Impact and

Customer Centricity

• Setting out ten commitments related to our ESG impact as set out in the ESG

report on page 15

• Reporting on gender diversity within our Management Team and Board of

Directors.

Areas of focus for 2022

• Collecting data on diversity and inclusion within the wider business, increasing

representation and strengthening inclusion across our organisation

• Increasing our reporter engagement programme across the Group

• Reviewing the business against the United Nations Sustainable

Development Goals.

Report of ESG Committee

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Report of the Remuneration Committee

Dear Shareholder,

As Chair of the

Remuneration Committee,

I am pleased to present the

Director’s Remuneration

Report, approved by the

Board for the year ended

31December 2021.

The report covers the annual report

on remuneration which sets out the

remuneration paid to directors in 2021

including bonus payments and long-term

incentives and how our Remuneration

Policy will be applied in 2022.

We will be inviting shareholders to

vote on two resolutions at the AGM on

27June 2022, an advisory vote on the

Annual Report on Remuneration as set

out on pages 50 to 70 detailing Director’s

remuneration for the year ending

31December 2021 and a vote to increase

the Performance Share Plan (PSP) limits

in line with the new policy approved

by shareholders at the 2021 AGM.

Corporate performance

and stakeholder

experience in 2021

Medica has once again demonstrated the

resilience of its business model in 2021.

Despite starting the year with further

lockdowns in the UK and Ireland, no

staff were furloughed and there were no

redundancies as a result of COVID-19

enabling the team to work closely

with clients to help support the return

to pre-pandemic levels of diagnostic

reporting, as well as helping hospitals and

clinics to start to get on top of priority

cases that had been postponed due to

the ongoing COVID-19 pandemic.

This, combined with the positive

impact of the acquisitions of Global

Diagnostics Ireland (now rebranded as

Medica Ireland) in November 2020 and

RadMD in March 2021, resulted in a

strong recovery year for Medica Group

with annual revenue increasing by 68%

to £61.9m, an improvement in gross

profit margin to 50.7% and operating

profit of £12.1m up 141% from 2020.

As the trend of remote working continued,

Medica took the opportunity to introduce

a formal home working policy and

wellness strategy providing employees

with greater flexibility to manage their

work remotely and access to support on

mental health and wellness-related issues.

The Board were also pleased that

although the two acquisitions were

completed largely off-market during a

period of uncertainty in terms of current

trading due to the impact of COVID-19,

they both delivered strong operating

performances in 2021 and they were

quickly integrated into the group.

The Committee has taken overall

performance into consideration when

determining remuneration matters for 2021.

Remuneration Outcomes

and awards made in 2021

For 2021, the annual bonus was based

on revenue, profit, free cash and

operational measures with a bonus

opportunity for Dr. Stuart Quin and

Richard Jones of up to 125% of basic

salary following the implementation of

the revised Remuneration Policy in 2021.

Dr. Stephen Davies bonus opportunity

for the period up to his retirement

remained at 100% of basic salary.

All four components of the annual

bonus were weighted equally at 25%.

For Dr. Stuart Quin and Richard Jones,

the financial objectives were adjusted

upwards to maintain an equivalent level

of stretch following completion of the

acquisition of the US based RadMD

business in March 2021. The target

thresholds for all measures were met

with certain measures reaching their

maximum target as set out below. The

Committee used the formulaic outcome,

did not apply any discretion and approved

a total bonus for 2021 (including the

Deferred Bonus element) of 81.7% of their

maximum opportunity which equates

to 102.1% of basic salary for Dr. Stuart

Quin and Richard Jones. For Dr. Stephen

Davies who retired at the end of May

2021, the Committee approved a bonus

based on targets which excluded the

RadMD acquisition, pro-rated for the

five-month period up to retirement.

In accordance with the revised

Remuneration Policy, 40% of the total

bonus awarded to Dr. Stuart Quin and

Richard Jones will be deferred in Medica

Shares under the Deferred Bonus Plan to

be issued in 2022. This is an increase in

deferral under the revised Remuneration

Policy compared with a 25% deferral in

prior years. As Dr. Stephen Davies retired

in May 2021 the Committee determined

that his bonus would not be subject to

deferral and would be paid wholly in cash.

Awards under the 2018 PSP were subject

to a three-year performance period and

were based on EPS growth and growth

in absolute TSR weighted equally at

50%. Threshold performance was not

met for either measure and therefore

no part of this award will vest.

In 2021 the Committee granted PSP

awards to Dr. Stuart Quin of 319,606

and to Richard Jones of 225,604 shares

respectively representing 150% of salary

and a total of 1,243,969 2021 PSP awards

were made to employees across the

Group including executive directors.

Both awards were made under the

terms of the revised policy and were

based on EPS and absolute TSR, the

targets for the award made in 2021 are

set out in the 2020 Annual report.

Key achievements in 2021

• Approval of remuneration of the executive directors

• Approval of the leaving arrangements for Dr. Stephen Davies on retirement

• Completion and implementation of the revised Directors’ Remuneration

Policy following the triennial review and the shareholder vote in favour at

the 2021 AGM

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Annual Report for the year ended 31 December 2021

Response to voting at

the 2021 AGM

In 2021 the Committee completed its

triennial review of the Remuneration

Policy having consulted with shareholders

in late 2020 and early 2021.

I am delighted that shareholders almost

universally approved the new policy

with a vote of 96% in favour at the 2021

AGM. The Committee believes the

revised policy sets out a fair and balanced

framework for rewarding executives

and aligning them to the interests of

shareholders and other stakeholders.

There was a substantial minority vote

representing 33% of shareholders who

voted against approval of the 2021

Remuneration Report. The Committee

engaged with shareholders after the

AGM to explore the key reasons for the

significant vote against this resolution

which was primarily due to the leaving

arrangements for the outgoing CFO.

Shareholders understood the additional

context provided and, as it was a legacy

matter, the Committee determined

that no follow up action was necessary

on this point, however the Committee

will continue to engage regularly with

shareholders on executive remuneration.

UK Corporate

Governance Code

The Committee has reviewed the

provisions of the Code and, in its

Remuneration Policy review, agreed to

make changes to ensure that executive

pensions are aligned with the wider

workforce by 2023. In addition, under the

approved policy, and in line with current

best practice, minimum shareholding

guidelines and post-employment

shareholding periods are now in place.

Therefore, our revised Remuneration

Policy will be fully compliant with the

Code during the next three-year period.

Looking ahead to 2022

For 2022, base salaries will be increased

by 3.5% for Executive Directors to

align with the average increase for the

wider UK workforce. Company pension

contributions will remain unchanged

from 2021 levels and will remain so

during 2022 after which, contributions

will be aligned to those of the wider UK

workforce from 2023. For both Executive

Directors the maximum 2022 annual

bonus opportunity will be 125% of base

salary and the maximum 2022 Long-Term

Incentive Plan (LTIP) opportunity (under

the PSP plan) will be 125% of base salary.

Details of the proposed targets for 2022

PSP awards are set out on page68 of

the remuneration report. The Committee

has taken care, to set challenging and

stretching targets that carefully align the

interests of the shareholders and executive

directors towards delivering the strategic

plan for the Group and thereby creating

strong value creation for shareholders

over the next three years and beyond.

Medica is a high growth business with

strong ambitions to expand in the future

therefore the Committee will keep

under review the Executive Directors

remuneration in the context of the growth in

the size and scale of the organisation. To the

extent the size and scope of the Executive

roles significantly alter, the Committee

may consider amending remuneration

which could include a base salary increase

in excess of that of the wider workforce.

We hope that our shareholders will support

the Remuneration Report at the 2022 AGM.

Ongoing dialogue with shareholders

and other stakeholders is valued, and as

always, we welcome your feedback on

this Directors’ Remuneration Report.

Jo Easton

Chair of the Remuneration Committee

11 April 2022

Key committee activities in 2021

Triennial Remuneration Policy review • Completed the consultation with shareholders and implemented the revised

Remuneration Policy following approval by shareholders at the 2021 AGM

• Updated the 2021 Directors Remuneration Report for the disclosures in respect of

the new policy

Director’s remuneration

• Reviewed the 2021 Remuneration Report prior to its approval at the 2022 AGM

• Agreed director’s remuneration for 2022

• Agreed the retirement arrangements for Dr. Stephen Davies for salary, bonus and

share options held at the date of retirement

Executive remuneration

• Approved the 2021 LTIP awards under the Company’s PSP for executives and 2021

PSP and the Company Share Option Plan (CSOP) awards for other staff

• Approved the DBP awards for executives representing a 25% element of total bonus

held back.

• Approved the group annual bonus targets for 2022

Governance

• Reviewed COVID-19 related market trends in relation to executive remuneration

• Reviewed the Remuneration Committee Terms of Reference

• Reviewed market trends and latest developments in governance

• Consulted with shareholders in respect of the minority vote against the 2020

Remuneration Report at the 2021 AGM and published the results of the consultation

in December 2021

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Report of the Remuneration Committee

continued

2022 approved Remuneration Policy for executive directors

This section of the report sets out the main elements of the Policy approved by shareholders at the 2021 AGM. The Policy will remain in

effect for three years from the 2021 AGM subject to any proposed amendments by the Committee. The table below also sets out how

the main elements of the policy link to the strategy and how each element will operate in practice.

During 2021 and early 2022 the Committee considered the effectiveness of LTIP and CSOP awards for the retention of key employees

below the level of executive management. After careful consideration the Committee approved the introduction of a new award

which is fully compliant with the rules of the existing PSP scheme and allows for the grant of nil-cost options to employees other than

executive directors and members of the wider executive management team with the only performance condition being continued

employment to the normal vesting date. Further details of the Restricted Stock Units (RSU) scheme are set out below. It is intended the

first grant of options under this new scheme will be made in late April or early May 2022.

The Committee do not intend to grant any further awards under the CSOP.

Element Purpose and link to strategy Operation Opportunity Performance measures

Base salary

Set at levels to attract and

retain talented executive

directors with the skills

and experience to deliver

Medica’s strategy.

Base salaries and the

implied total package

informed but not led

by market practice and

competitive by reference to

companies of a similar size

and complexity.

Base salaries will be reviewed by the Committee annually and benchmarked

periodically against relevant competitor companies.

The executive directors’ salary is positioned to reflect each individual’s

professional experience and level of responsibility in their role.

In deciding base salary levels, the Committee considers personal performance

including the individual’s contribution to the achievement of Medica’s strategic

objectives. The Committee will also consider employment conditions and salary

levels across Medica, and prevailing market conditions.

Base salary increases for the executive directors will normally be aligned with

those of the wider workforce but may be made above this level in exceptional

circumstances such as a material change in responsibilities, size or complexity of

the role, or if a director was intentionally appointed on a below-market salary.

The Committee will consider increasing salaries over time subject to strong

personal and company performance and considering levels of salaries in

the market.

There is no maximum salary payable to executive directors. Salaries will

be set on a case-by-case basis to reflect the role and the experience and

qualifications of the individual.

Base salaries for the year under review and the following year, as well as the

rationale for any increases, will be disclosed in the relevant year’s Directors’

Report on Remuneration in the Annual Report.

Not applicable.

Pension

To provide an appropriate

level of post-retirement

benefit for executive

directors.

Executive directors may receive a contribution to a personal pension plan, a cash

allowance in lieu, or a combination thereof equivalent to that received by the

wider UK workforce.

Salary is the only element of remuneration that is pensionable.

Newly appointed executive directors will receive a contribution to a personal

pension plan, a cash allowance, or a combination thereof equivalent to that of

the wider UK workforce at the date of appointment.

Details of the pension contributions made to executive directors during

the year are disclosed in the Directors’ Report on Remuneration in the

Annual Report.

Not applicable.

Other

benefits

To provide market

competitive non-cash

benefits to attract and retain

talented executive directors.

Medica provides death in service and private medical insurance benefits to its

executive directors.

Medica may provide benefits in kind where the Remuneration Committee

considers appropriate. Executive directors may also be provided certain other

benefits to take account of individual circumstances such as, but not limited

to, payment of tax, financial, and/or legal adviser fees, relocation expenses and

housing allowance (including associated interest, penalties or fees plus, in certain

circumstances or where the Committee consider it appropriate, any tax incurred

on such benefits).

Executive directors may also be offered any other future benefits made available

to all senior employees. This may include participation in any Share Incentive Plan

that is offered to all employees (or all employees who meet certain qualifying

criteria) on the same terms.

There is no maximum value of annual benefits which will be market

competitive and will take into account individual circumstances. It is not

anticipated that the costs of benefits provided will increase significantly in

the financial years over which this Policy will apply, although the Committee

retains discretion to approve non-material increases in cost. In addition,

the Committee retains discretion to approve a higher cost in exceptional

circumstances (e.g. to facilitate recruitment, relocation, expatriation, etc.) or

in circumstances where factors outside Medica’s control have changed (e.g.

market increases in insurance costs).

Benefits in respect of the year under review are disclosed in the Directors’