3105 Pascal Heberling (aged 38)Partner, Cinven and Non-Executive Director, Spire HealthcarePascal joined Cinven in 2001 and has since worked on a variety of transactions including Spire Healthcare and MediMedia. Previously he worked at Merrill Lynch in London, where he advised companies primarily in Germany, France and the UK. Prior to this he worked in private equity at TD Capital Group in Toronto.06 Rebecca Gibson (aged 36)Partner, Cinven and Non-Executive Director, Spire HealthcareRebecca joined Cinven in 2002 and has worked on a number of transactions, including Spire Healthcare and Partnerships in Care. Prior to this she was a consultant at Bain & Company, where she worked on strategy projects across a variety of sectors in Europe and South Africa.07 Clare Hollingsworth (aged 51)Non-Executive Director and Deputy Chairman, Spire HealthcareClare is the former Chief Executive of Spire Healthcare and prior to that Managing Director of Bupa Hospitals. Prior to joining Bupa, Clare was Managing Director of Caledonian Airways between 1990 and 1998. 08 Alex Leslie (aged 31)Principal, Cinven and Non-Executive Director, Spire HealthcareAlex joined Cinven in 2006 and has worked on a number of transactions including Spire Healthcare and Partnerships in Care. Prior to this, he worked at Morgan Stanley in the Investment Banking Division, working primarily with real estate clients in the UK.09 Daniel Toner (aged 43)Company Secretary Daniel was appointed General Counsel and Company Secretary for Spire on its acquisition by Cinven in September 2007. He is a solicitor and previously held a variety of positions in industry and private practice, most recently with City law firm Freshfields.01 Robert Cooke (aged 54)Chairman, Spire HealthcareRobert has 30 years' experience in the Australian healthcare industry, including CEO appointments with diagnostics business Symbion Health and private hospital operator Affinity Health. He is currently Managing Director and Executive Chairman of Australian private healthcare provider Healthscope, and leads an international healthcare consulting practice. 02 Robert Wise (aged 52)Chief Executive Officer, Spire HealthcareRobert has extensive experience of hospital management. His most recent role was Chief Operating Officer of Australia's largest private hospital operator, Affinity Health, after its formation following a highly successful private equity funded buyout from Mayne Health in December 2003.03 Robert Roger (aged 50)Chief Financial Officer, Spire HealthcareRob joined Spire in September 2007 and brings with him 12 years of working with private equity backed companies. Most recently he was with Merlin Entertainments and prior to that he worked for First Choice plc and Pepsico Inc. Rob originally trained at Deloitte, Haskins and Sells.04 Simon Rowlands (aged 53)Partner, Cinven and Non-Executive Director, Spire HealthcareSimon has been with Cinven for over 20 years. He has been involved in a number of transactions including Spire Healthcare, Partnerships in Care, MediMedia, General Healthcare, Générale de Santé and Amicus Healthcare.Prior to joining Cinven, Simon worked with an international consulting firm on multidisciplinary engineering projects in the UK and Southern Africa. Simon has an MBA, a degree in Engineering and is a chartered engineer.

32Spire Healthcare Annual Review 2010The principal corporate governance functions of the business are carried out by the Board of Spire Healthcare Group UK Limited.Audit CommitteeThe Audit Committee has four members, all non-executive directors: Pascal Heberling (Committee Chairman), Simon Rowlands, Rebecca Gibson and Alex Leslie. They meet at least twice during the financial year, or if requested by the external auditor. Only the Committee members have the right to attend meetings, though executive managers and/or external auditors can be invited to attend. The Committee's responsibilities include considering: the appointment, resignation or dismissal of the external auditors; the company's annual statement on internal controls; and topics such as the company's policies for preventing or detecting fraud, its code of corporate conduct/business ethics, and policies for ensuring compliance with regulatory and legal requirements.Remuneration CommitteeThe members of the Remuneration Committee are Simon Rowlands (Committee Chairman), Pascal Heberling, Rebecca Gibson, Alex Leslie and Robert Cooke. The Committee meets at least twice a year and only the members of the Committee have the right to attend. Other directors may be invited to attend but may not vote. No executive director, including the Chief Executive, can attend when their own remuneration is being discussed.StructureThe principal corporate governance functions of the business are carried out by the Board of Spire Healthcare Group UK Limited ('the Board'), which has been invited by Spire Healthcare Limited Partnership to comment on the business performance and activities in this review.Board constitution and proceduresThe Board comprises the Chairman, Robert Cooke, the two executive directors, five non-executive directors and General Secretary. The directors have access to the advice and services of the Group Company Secretary. The Chief Executive is responsible for the day-to-day operations of the company and the development of strategic plans for consideration by the Board.Board committeesThe Board has two principal committees: an Audit Committee and a Remuneration Committee, whose terms of reference are approved by the Board.Corporate governance