DEAR SHAREHOLDER,

I am pleased to report that for the year ended 30 September 2019, UDG Healthcare is again fully compliant with the requirements of the 2016 U.K. Corporate Governance Code. We also note that the New Code (as defined below) comes into effect for UDG Healthcare from 1 October 2019 although, as you will see elsewhere in this Report, we have already adopted new practices ahead of time and on foot of these requirements. We set out important details of our work during the year on the following pages.

The Board has seen a number of changes during 2019. With Philip Toomey stepping down at our 2019 AGM and in anticipation of the pending retirements of Chris Brinsmead and Chris Corbin at the 2020 AGM, we were delighted to welcome Peter Chambré and Shane Cooke to the Board in February 2019. In common with Erik van Snippenberg, who joined in the summer of 2018, both Peter and Shane bring many years’ industry and M&A experience to the Board, and both have worked in very senior roles in U.S.-based and focused companies. Please see page 61 for further details. Sadly, Nancy Miller-Rich has recently indicated that due to increasing other commitments, she is not in a position to go forward for re-election at the upcoming AGM. We have thus begun the process of seeking a replacement.

Today, the Board comprises 12 members: myself, two executives and nine non-executives. To ensure our Committees are appropriately staffed and have adequate diversity in gender, geography and background, we believe a Board of between nine and 11 individuals is ideal. After the AGM retirements noted above, the Board will comprise of nine members. Of the nine, two are female, five board members are resident in Ireland (two executives and three non-executives), one is resident in the U.K., one is resident in the U.S. and one is resident in mainland Europe. In addition, seven have pharmaceutical company and/or pharma-related services experience, while two come from other industries entirely. With good governance in mind, it is important to note that I have served on the Board since 2004, and as Chairman since 2012. As noted in the Chairman’s Statement, I have agreed with the Senior Independent Director to step down in September 2020, giving him and his fellow Board colleagues time to select a successor, whether internal or external.

During 2019, we engaged Clare Chalmers Ltd, an external independent consultant that we have used previously, to conduct an independent Board Evaluation. We note some good recommendations which materialised from this evaluation including further refining strategic planning to ensure close Board and management alignment and holding more frequent NED-only sessions. Further details are available on page 66. Overall the evaluation supported the view that the Board exercises its governance responsibilities with diligence, but also with a clarity that the purpose is to help the management team create value while honouring our collective responsibilities to our stakeholders and society. Indeed I would draw your attention to pages 68 and 69 where we provide further colour on our stakeholders and how we engage with them. We remain committed not just to the highest standards of corporate governance but on being a positive contributor to our stakeholder community.

Our Board is united in its view that good governance comes from having clarity of purpose, a values-based culture and focusing on our responsibilities to our stakeholders: our clients, our employees, patients and healthcare professionals, our shareholders and the community and society of which we are part.

Peter Gray
Chairman