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

33Cinven is a leading European buyout firm, founded in 1977, with offices in London, Paris, Frankfurt, Milan and Hong Kong. It acquires European-based companies that require an equity investment of ?100 million or more. Its European focus and expertise are complemented by an ability to capitalise on global growth opportunities through its Asian office. It focuses on six sectors: Healthcare, Business Services, Consumer, Financial Services, Industrials and Technology, Media and Telecommunications (TMT). Cinven acquires successful, high-quality companies and works with them to help them grow and develop, using its proven value creation strategies. Typically, Cinven holds its investments for between four to six years. It takes a responsible approach towards its portfolio companies, their employees, suppliers and local communities, the environment and society as a whole.The Committee's duties include determining and agreeing with the Board the policy for the remuneration of the executive directors. The policy is to ensure that members of the Executive Group are offered appropriate incentives to encourage enhanced performance and are fairly rewarded for their contributions to the success of the company. The Committee also considers other elements of Executive Group remuneration, including performance-related bonuses and equity allocation schemes.