UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549

 


FORM 20-F

 


(Mark One)

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20142017

or

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

or

 

¨

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-14978

 


Smith & Nephew plc

(Exact name of Registrant as specified in its charter)

 


England and Wales

(Jurisdiction of incorporation or organization)

15 Adam Street,  London WC2N 6LA

(Address of principal executive offices)

 


Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

Name on each exchange on which registered

American Depositary Shares

Ordinary Shares of 20¢ each

New York Stock Exchange

New York Stock Exchange*

*Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

*Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

 


Indicate the number of outstanding shares of each of the issuer’s classesclass of capital or common stock as of the close of the period covered by the annual report: 951,021,116890,855,310 Ordinary Shares of 20¢ each

Indicate by check mark if the registrant is a wellwell-known seasoned issuer, as defined in Rule 405 of the Securities Act    Yes  x    No  ¨◻ 

If this Reportreport is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934    Yes   ¨    No   x☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes   x    No  ¨◻ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ¨    No  ¨◻ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer:filer, or an emerging growth company.

Large Accelerated Filer  ☒

Accelerated Filer  ◻

Non-accelerated filer   ◻

Emerging growth company   ◻

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. Yes   ◻    No  ◻

Large Accelerated Filer  x                 Accelerated Filer  ¨                 Non-accelerated filer  ¨† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

 

¨ U.S. GAAP

x

International Financial Reporting Standards as issued by the International Accounting Standards Board

¨

Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow:     Item 17  ¨     Item 18  ¨◻ 

If this is an annual report, indicatedindicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨     No  ☒ 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes  ◻     No  ◻


xPicture 123


CONTENTS

 

 

 

 

 

OVERVIEW

 

            

ACCOUNTS

 

CHAIRMAN’S STATEMENT 

2

 

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

107

CHIEF EXECUTIVE OFFICER’S REVIEW  

4

 

INDEPENDENT AUDITOR’S US REPORT

108

WHO WE ARE 

6

 

CRITICAL JUDGEMENTS AND ESTIMATES

114

 

 

 

GROUP INCOME STATEMENT

115

OUR BUSINESS & MARKETPLACE

 

 

GROUP STATEMENT OF COMPREHENSIVE INCOME

115

OUR BUSINESS MODEL 

8

 

GROUP BALANCE SHEET

116

STRATEGIC PRIORITIES 

10

 

GROUP CASH FLOW STATEMENT

117

OUR MARKETPLACE 

16

 

GROUP STATEMENT OF CHANGES IN EQUITY

118

 

 

 

NOTES TO THE GROUP ACCOUNTS

119

OPERATIONAL REVIEW

 

 

COMPANY FINANCIAL STATEMENTS

163

OUR PRODUCTS 

18

 

NOTES TO THE COMPANY ACCOUNTS

165

OUR RESOURCES 

25

 

 

 

SUSTAINABILITY 

33

 

GROUP AND OTHER INFORMATION

 

 

 

 

 

 

FINANCIAL REVIEW

 

 

GROUP INFORMATION

171

CHIEF FINANCIAL OFFICER’S REVIEW 

36

 

OTHER FINANCIAL INFORMATION

176

FINANCIAL REVIEW 

38

 

INFORMATION FOR SHAREHOLDERS

184

 

 

 

 

 

RISK

 

 

 

 

RISK REPORT 

40

 

 

 

 

 

 

 

 

GOVERNANCE

 

 

 

 

OUR BOARD OF DIRECTORS 

50

 

 

 

OUR LEADERSHIP 

54

 

 

 

GOVERNANCE REPORT 

56

 

 

 

NOMINATION & GOVERNANCE COMMITTEE REPORT 

66

 

 

 

ETHICS & COMPLIANCE COMMITTEE REPORT 

69

 

 

 

AUDIT COMMITTEE REPORT 

71

 

 

 

DIRECTORS’ REMUNERATION REPORT 

79

 

 

 

Front cover: Employees from Smith & Nephew’s Expert Connect Centre, Watford, UK – Natalia Zielinska (middle) Bioskills Laboratory Manager, Alejandra Alvarez Pineda (left) and Michael Mead, Bioskills Laboratory Specialists (right).

Picture 156  TRAINING & EDUCATION PAGE 32

We are a constituent of the UK’s FTSE100 and our shares are traded on the London Stock Exchange and through American Depositary Receipts on the New York Stock Exchange (LSE: SN, NYSE: SNN).

The Strategic Report, which has been prepared in accordance with the requirements of the Companies Act 2006, comprises the first five sections above and has been approved and signed on behalf of the Board. The Directors’ Report comprises pages 6, 16–17, 25–28, 33–39, 42–78, 107, 140-142, 158 and pages 171–193 of the Annual Report.

 

 

 


LOGO


LOGO


LOGO


 

 

LOGO

What’s in this report

Strategic Report

4

Financial highlights

5

Chairman’s statement

6

Chief Executive Officer’s review

8

Smith & Nephew today

14

Strategic performance

16

Chief Financial Officer’s overview

18

Our marketplace

21

Our business

26

Advanced Surgical Devices

30

Advanced Wound Management

34

Financial review and principal risks

40

Sustainability

Supporting Healthcare professionals

42

Case studies

Corporate Governance

54

Our Board of Directors*

58

Our Executive Officers*

62

Corporate Governance Statement*

75

Audit Committee Report*

81

Directors’ Remuneration report

Financial statements
and other information

103

Directors’ responsibilities for the accounts*

105

Independent auditor’s US reports

106

Independent auditor’s UK report

110

Group accounts

117

Notes to the Group accounts

166

Company accounts

167

Notes to the Company accounts

170

Group information*

174

Other financial information*

184

Information for shareholders*

200  

Smith & Nephew heritage

*   These sections and pages 111, 113 and 115 form the Directors’ Report.

2Smith & Nephew Annual report 2014


Our mission

Delivering advanced medical

technologies that help healthcare

professionals, our customers,

improve the quality of life for

their patients

LOGO

 

 

and this will drive our performance

$4.6bn

$1,055m$749m

Revenue1 up 2%

Trading profit1,2up 3%

Operating profit1down 8%

 

SMITH & NEPHEW ANNUAL REPORT 2017

OVERVIEW     

1

83.56.29.

Adjusted earnings per share2up 8%

Earnings per sharedown 9%

Dividends per shareup 8%

 

1The underlying percentage increases/decreases are after adjusting for the effect of currency
translation and the inclusion of the comparative impact of acquisitions and exclusion of disposals.
2Explanations of these non-GAAP financial measures are provided on pages 176 to 179.

Smith & Nephew is a global medical technology business that has been supporting healthcare professionals to improve patients’ lives since 1856.

DRIVING PERFORMANCE 

PIONEERING  INNOVATION 

 &  ENSURING  TRUST 

We do this by taking a pioneering approach to the design of our advanced medical products and services, by securing wider access to our diverse technologies for more customers globally, and by enabling better outcomes for patients and healthcare systems.

We have leadership positions in:

Orthopaedic Reconstruction and Trauma

Joint replacement systems for knees and hips and products to help repair broken bones

Advanced Wound Management

Treatment and prevention products for hard-to-heal wounds

Sports Medicine

Implants and enabling technologies for minimally invasive repair of the joint

FIND MORE ONLINE

To learn more about Smith & Nephew,

to register to receive our news,

or to explore opportunities to join us,

please visit www.smith-nephew.com

Picture 8

 

 

 

 


 

 

LOGO

Smith & Nephew Annual report 2014            3


STRATEGIC REPORT

Financial highlights

Continuing to improve

our performance

LOGOLOGOLOGOLOGO

LOGO

 

LOGO

 

LOGO

 

LOGOLOGOLOGOLOGO

2

1  The underlying percentage increases/decreases are after adjusting for the effects of currency translation and the inclusion of the comparative impact of acquisitions and exclusion of disposals.     OVERVIEW

2  These are non-GAAP measures and exclude restructuring/rationalisation costs, acquisition and disposal-related costs, amortisation of acquisition intangibles and other transactions which affect short-term profitability. An explanation of these measures is provided on pages 176 to 179.SMITH & NEPHEW ANNUAL REPORT 2017

 

 

4Smith & Nephew Annual report 2014CHAIRMAN’S STATEMENT

 


Chairman’s statement

 

 

Dear Shareholder,Board changesFirst impressions

I joined Smith & Nephew in December 2013, and succeeded Sir John Buchanan as Chairman in April 2014. In my first letter to you I am pleased to report that Smith & Nephew made good progress last year, delivering strong earnings growth and enhanced value for shareholders. We did this whilst making major investments to reshape the Group for future success such as the acquisition of ArthroCare Corporation for $1.5 billion net.

Revenue was $4,617 million, up 2% on an underlying basis or 6% on a reported basis. Trading profit was $1,055 million, up 3% on an underlying basis or 7% on a reported basis. The trading profit margin of 22.9% was 20bps up on the previous year. The Board is pleased to propose a Final Dividend for the year just gone of 18.6¢ per share, giving a total dividend for 2014 of 29.6¢, up 8% year-on-year.

Sir John Buchanan retired as Chairman in April at the 2014 Annual General Meeting, after nine years of outstanding service. On behalf of the Board and the whole of Smith & Nephew I thank him for his leadership.

Richard (‘Dick’) de Shutter also retired at the Annual General Meeting. In his role as Senior Independent Director, Dick provided wise counsel through a period of significant growth and change. Ajay Piramal retired in March, having provided valuable insight into the emerging markets as we built our presence there. Pamela Kirby retired from the Board in July. She also made a major contribution – particularly as Chairman of the Ethics & Compliance Committee. I thank Dick, Ajay and Pamela for their service.

It is a credit to the growing strength and reputation of the Company that we have attracted top global talent to succeed these individuals. Vinita Bali joined the Board in December following an impressive career at blue-chip global corporations such as The Coca-Cola Company in multiple geographies including India, Africa, South America, the US and UK. Her strong appreciation of customer service and marketing will bring deep insight to Smith & Nephew as we continue to develop innovative ways to serve our markets. Erik Engstrom, the CEO of Reed Elsevier, joined the Board in January 2015. His understanding of how technology can be used to transform a business will be invaluable.

My first impression of Smith & Nephew was of a Company with strong leadership, a clear strategy and sound financial platform. The open communication between the Board and the executive team is a real strength of the business. I was particularly impressed with the execution of the ArthroCare acquisition, especially the thoroughness of our due diligence and how well the team is managing the integration.

I have also been able to spend time visiting our sites and meeting employees, including attending a Sports Medicine procedure to witness how our highly-skilled reps assist surgeons in improving outcomes. I have consistently found a business with a strong culture, particularly in areas of ethics and compliance, and people who are proud of their work supporting healthcare professionals.

Looking ahead I see many exciting opportunities – in the Established Markets where we are challenging the status quo through new commercial models, in the Emerging & International Markets where we have a leadership platform – and from recent acquisitions. In 2015, I believe we will begin to see more clearly the benefits of the transformational work that has been undertaken at Smith & Nephew, and I look forward to sharing more news of these achievements next year.

Yours sincerely,

LOGO

Roberto Quarta

Chairman

LOGO

“Smith & Nephew made

 good progress last year,

 delivering strong earnings

 growth and enhanced

 value to shareholders.”

LOGO

Smith & Nephew Annual report 2014            5Picture 182


STRATEGIC REPORT

Chief Executive Officer’s review

A good financial performance while strengthening the business

“The journey to reshape

 Smith & Nephew continues

 and I am excited by our

 prospects for accelerating

 growth in 2015 and beyond.”

 

 

 

 

Dear ShareholderPROVIDING

 

Smith & Nephew proudly supports healthcare professionals in their daily efforts to improve the lives of their patients. We do this by taking a pioneering approach to the design of our products and services, by striving to ensure wider access to our advanced technologies, and by enabling better outcomes for patients and healthcare systems. In doing so, we drive growth and create value for our stakeholders.

In 2014, we made great progress. We drove a much improved performance in US Hip and Knee Implants and maintained our momentum in Sports Medicine Joint Repair and Trauma & Extremities. Advanced Wound Bioactives, acquired at the end of 2012, again produced double-digit growth. Our continued investment in Emerging & International Markets drove revenues up 17%.

Performance in Europe was weaker and Advanced Wound Management was held back by a distribution hold on RENASYSàLEADERSHIP  in the US, and I am confident that we have taken actions that will deliver a better 2015 across these areas. Additionally, the Phase 3 trial results for HP802 were a disappointment, but we remain committed to developing pioneering Advanced Wound Bioactives treatments.

The Group generatedBoard approaches 2018 with optimism. Olivier has built a good increase in revenuesstrong foundation and trading profit, and an 8% uplift in EPSA. I am pleased by the changing mixwe expect to attract someone of the highest calibre to accelerate business as we successfully rebalance by strengthening our higher growth platforms. These now represent more than half of our revenue, upperformance from just 35% three years ago.

Pioneering design

Smith & Nephew has a long history of pioneering design, dating back to our foundations in the 19th century. In 2014, we launched many exciting products, including a cruciate retaining version of our JOURNEYàII natural-motion knee, a first-of-its-kind DYONICSà PLAN surgical planning tool for hip arthroscopy, and the HAT-TRICK Lesser Toe Repair System. We continued to invest more in R&D, over 5% of revenue, and have a strong pipeline for 2015 and beyond.this base.

LOGO

 

DEAR SHAREHOLDER

One of the core duties of a Board is to ensure that companies evolve to meet the ever changing challenges and opportunities they face. A Board must set the pace in this, refreshing and strengthening its membership with deeper expertise, new perspectives and greater diversity.

Since becoming Chairman in 2014 I am pleased with the evolutionary changes we have made at Smith & Nephew. I believe these build on the successes of the past and position the Company well for further progress.

STRENGTHENING THE BOARD

6We have been able to attract new Non-Executive Directors of high calibre to replace Board members retiring after completing their service.

Angie Risley, who joined in September 2017, is currently Group HR Director of J Sainsbury plc and was previously Non-Executive Director of Arriva plc, Biffa plc and Serco plc where she was also chairman of the Remuneration Committee. Marc Owen, recently retired from the Executive Committee of Fortune 500 healthcare business McKesson Corp, where he was Chairman of Celesio AG and President of McKesson Speciality Health, and previously a healthcare and technology specialist at McKinsey, joined in October 2017. Roland Diggelmann, Chief Executive Officer at Roche Diagnostics and a member of the Corporate Executive Committee of F. Hoffmann-La Roche Ltd, and previously a senior executive at Zimmer GmbH, will join on 1 March 2018.

Marc and Roland strengthen the Board’s knowledge of commercial healthcare and the medical devices sector while Angie will provide effective leadership to our Remuneration Committee when Joe Papa steps down at the AGM in April. Joe has been a highly valued colleague and exemplary steward of Smith & Nephew. On behalf of the whole Board, I thank him for his service.

CHIEF EXECUTIVE OFFICER

In October Olivier Bohuon notified the Board of his intention to retire by the end of 2018, after seven years as Chief Executive Officer. Under Olivier’s leadership Smith & Nephew Annual report 2014 has undergone important and necessary change and he has significantly strengthened the foundations of our Company. As Smith & Nephew enters its next chapter, the Board is determined to build on this.


 

 

 

For us, innovation is not just about products. It is also about how we do business. We seek new ways to serve our customers. In 2014, we pioneered a new commercial solution for Orthopaedic Reconstruction that fulfils the unmet needs of customers searching for a different value proposition. Called SynceraSMITH & NEPHEW ANNUAL REPORT 2017

OVERVIEW     

3

Olivier continues to lead Smith & Nephew and drive the Company’s growth initiatives and operating plans. In this he is supported by our new Chief Financial Officer, Graham Baker, who joined in March 2017.

The Board has been impressed with Graham’s strong start as he quickly developed his understanding of the business and we welcome his commercial acumen and attention to detail. Our views of Graham have been echoed by the positive shareholder feedback we have received.

GOVERNANCE AND CULTURE

In 2017 the Board invested significant time meeting local management and employees and understanding market dynamics. These  included visiting our offices in Dubai, Tokyo and Hull, as well as some Board members spending time with our salesforce to better appreciate their role and meeting customers. In addition to giving us commercial insight, such activities let us get anecdotal evidence of the culture at Smith & Nephew, something the Board puts great value on. We strive to set the tone from the top, and review data to demonstrate performance, but it is only by meeting employees from all levels of the Company that we can be certain that Smith & Nephew’s values of I perform, I innovate and I earn trust are being lived across the business.

We conducted our regular review of strategy and Group structure at our annual strategy meeting in October, ensuring the continued close alignment of Board and management on our expectations and current direction. We upgraded our Risk Management process and strengthened our internal team in this area. Our Senior Independent Director, Ian Barlow, conducted a Board Effectiveness Review which identified some areas of further improvement which we are focusing on, such as deepening our knowledge of the competitive landscape to enable us to better support management develop and deploy resources to win in our chosen markets. I encourage you to read more about these and other matters in our Governance section starting on page 50.

2017 PERFORMANCE

The Board receives regular updates on the performance of the business from the CEO and CFO, together with members of the senior management team attending Board meetings over the course of the year.

We could clearly see areas of the business where the Company excelled in 2017, such as Global Operations where we have improved quality and supply, and R&D, where we have an exciting new product pipeline. It is no coincidence that both of these areas of the business have effective leaders who impressed the Board during 2017.

Whilst the trading performance of the Group was better than in 2016, and we delivered within our guidance, we continue to endorse the Chief Executive’s view that this business can and should deliver better results and reinforce the need for continued focus on driving better execution.

The 2017 full year dividend of 35.0¢ per share reflects the strong growth in adjusted earnings per share.

The Board approaches 2018 with optimism. Olivier has built a strong foundation and we expect to attract someone of the highest calibre to accelerate business performance from this base. Thank you for your support and engagement in 2017 and the Board looks forward to serving you into an exciting next chapter for Smith & Nephew.

Yours sincerely,

Picture 9

Roberto Quarta

Chairman

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL HIGHLIGHTS

   

 

 

 

 

$4,765m

+2%

+3%

 

35.0¢

+14%

 

 

Revenue

Reported

Underlying1

 

Dividend per share

 

 

Group revenue was up 2% on a reported basis (including -1% headwind from the 2016 Gynaecology business disposal) and 3% on an underlying basis, in line with guidance.

 

The 14% year-on-year increase reflects the strong growth in adjusted earnings per share.

 

 

$934m

+17%

  

$1,048m

+3%

  

87.8¢

0%

 

 

Operating profit

 

Trading profit1

 

Earnings per share (EPS)

 

 

Operating profit margin of 19.6% is up 240bps year-on-year due to more favourable non-trading items.

 

Trading profit margin1 was 22.0%, up 20bps year on year, in line with guidance.

 

In 2016 EPS benefited from the gain on the disposal of the Gynaecology business.

 

 

94.5¢

+14%

 

14.3%

+280bps

 

5%

 

 

 

Adjusted Earnings per share1 (EPSA)

 

Return on Invested Capital1 (ROIC)

 

R&D expenditure

 

 

Reflects one-off tax benefits, improvements in trading profit margin and the tax rate on trading1.

 

Reflects improvements in operating profit, the lower tax rate and a stable asset base.

 

To drive innovation, we maintain our investment in R&D at around 5% of Group revenue.

 

 

 

 

 

 

 

 

1 These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

 

Picture 49   FINANCIAL REVIEW PAGE 36 OUR BOARD OF DIRECTORS PAGE 50 GOVERNANCE PAGE  56


4

     OVERVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

CHIEF EXECUTIVE OFFICER’S REVIEW

àPicture 165, this offers clinically proven primary hip and knee implants combined with cutting-edge technology to streamline the extensive support process. Syncera has the potential to generate significant savings for the customer. We are encouraged by the contracts signed and prospective customers.

STRONGER 

 

Widening access

SMITH & NEPHEW

In the Emerging & International Markets we have built an entrepreneurial business resourced to maximise the significant opportunities we see. In 2014, it generated more than $600 million revenue, with China, our largest market, growing revenue at over 30%. 15% of Group revenue came from these markets in 2014, up from 8% in 2010.

In 2014, we established a new commercial structure to market and expand our mid-tier value product ranges. This will provide wider access to our advanced technologies, helping us support an ever greater number of customers in delivering affordable healthcare.

Enabling better outcomes

We provide high quality products and medical education to help drive better clinical outcomes. During 2014, we saw strong and rising demand for unique products such as our hard-wearing VERILASTà Hips and Knees, VISIONAIREà patient-matched instrumentation and the PICOà portable disposable Negative Pressure Wound Therapy system. These, and many other advanced2018, I expect Smith & Nephew products, also enable healthcare professionals to treat more patients faster, improving the economic outcome for the healthcare system payers.

Strengtheningbuild on 2017 by delivering another year of improved performance driven by our platform

In recent years, we have successfully supplemented our organic growth through acquisitions. Healthpoint Biotherapeutics gave us a leading position in Advanced Wound Bioactives, the fastest growing segment of Advanced Wound Management. We have also completed a number of acquisitions in the Emerging & International Markets, strengthening our platform by adding products, manufacturing, distribution and sales teams.

ArthroCare, completed in May 2014, has strengthened our Sports Medicine business. Its technology and products significantly enhance ourstrong product portfolio and we will use our global presence to drive substantial new growth. The integration is progressing well.pipeline of innovative products.

DEAR SHAREHOLDER

We delivered on our promises to improve the top and bottom line in 2017. Our healthy balance sheet, good cash generation and increased dividend demonstrate the robust foundations underpinning our business. In 2018, I expect Smith & Nephew to build on 2017 by delivering another year of improved performance driven by our strong product portfolio and pipeline of innovative products.

STRATEGIC PRIORITIES

In my first year as Chief Executive, in 2011, we set five strategic priorities that have shaped a fundamental management and operational restructuring of the Group as a foundation to improving its growth and profit profile. Through these priorities we continue to drive our business forward.

In 2017 I was pleased with the resultant commercial performance in many areas. In Knee Implants we had an outstanding year, Trauma and Extremities and Advanced Wound Devices also, and we returned the Emerging Markets to double-digit revenue growth.

Of course, there are some areas that did not meet my expectations, such as in Arthroscopic Enabling Technologies and European Wound Care. These are not because of new issues, but they are taking longer to improve than expected. We are attacking the underlying issues with renewed vigour in 2018.

You can read more about our performance against each of the strategic priorities in the next few pages (pages 10–15). I would like to draw your attention to how our strong new product portfolio reflects our decision of a few years ago to increase our investment in disruptive R&D and technology acquisitions.


 

Enhanced efficiency

 

By simplifying and improving our operating model we are increasing our agility and efficiency. In 2011, we announced a programme to generate annual savings of $150 million. By 31 December 2014, we had achieved annualised savings of $146 million, enabling investment in the EmergingSMITH & International Markets, R&D and other growth opportunities.NEPHEW ANNUAL REPORT 2017

OVERVIEW     

In 2014, we announced a further programme to realise at least another $120 million of annual savings. This work is progressing well. For instance, we are rationalising our global property portfolio and found major savings through better procurement processes. These savings will more directly benefit the bottom line.5

Great Place to Work

Achieving recognition as a Great Place to Work is important to me. It means having a workplace where employees are proud and excited to come each day because they are doing work that makes a difference for customers and patients. During 2014, I was proud to congratulate our colleagues in Spain for being the first country to achieve this distinction from the Great Place to Work Institute – and it will not be the last. Also, our sustainability performance was recognised again as we retained our rankings in both the FTSE4Good and Dow Jones Sustainability indices. Acting sustainably and responsibly to deliver long-term benefits to society is important. It is our employees who earn these awards, and I thank them for their efforts.

I am pleased with our momentum in 2014 as we delivered a good financial performance while strengthening the business, and you will find more details on our successful actions on pages 42 to 53. Whilst the journey to reshape Smith & Nephew continues, we enter 2015 stronger and more efficient and I am excited by our prospects for accelerating growth in 2015 and beyond.

Sincerely,

LOGO

 

One of our best recent achievements was to create a global R&D organisation that became fully operational in 2017 and is building on these successes. We now have greater visibility across our development portfolio to ensure we back the winners of the future in areas such as digital, robotics and biologics. We are making better decisions and hitting milestones consistently, and this will underpin our success for many years to come.

ACCELERATING PERFORMANCE & INNOVATION

As we have transformed Smith & Nephew, so our markets and industry have changed. We are seeing an increasingly competitive environment: new selling models, new entrants, pricing pressure and increasing costs – which in some markets are outpacing our growth. We also see great opportunity to invest behind pioneering technologies which take market share, offer a wider selection of commercial terms to suit more customers, expand our reach in the emerging markets and start to realise the benefits of the digital revolution for our industry.

In late 2017 we undertook a review of our business to look for opportunities to achieve higher growth targets, strengthen our competitive position, and make us more agile to changes in the market. As a result, in early 2018 we introduced the APEX programme, which stands for ‘Accelerating Performance and Execution’. APEX will make key enhancements to our business and ways of working over the next five years. We expect this programme to deliver $160 million of annualised benefits by 2022. APEX is now possible because of the work put in to create our strong Group structure, and it will build on this robust base. More information on APEX can be found on page 14.

BUILDING A WINNING CULTURE

Our success as a Company is made possible by talented employees working together for our shared mission: to support healthcare professionals in their efforts to improve patients’ lives. This is why being a great place to work is important to us, and why every two years we measure our progress toward this goal with our Global Employee Survey.

Our survey tool is the Great Place to Work Institute’s Trust Index, and in 2017 we performed strongly across the dimensions of vision, recognition, pride and equality. We now have nine countries accredited as a Great Place to Work.

We put great store by our culture, and work to embrace diversity, encourage progression, and reward success. We also want our employees to put something back into their communities. Our People section on pages 25–28 describes our commitments and actions across all of these areas.

LOOKING TO THE FUTURE

In October 2017 I announced my decision to retire from Smith & Nephew by the end of 2018. As I looked ahead to the next long-term phase of growth, I decided that it was the right time to announce my retirement plans, providing ample time to identify a successor and ensure a smooth transition.

In the meantime, I remain resolutely focused on delivering our commitments for 2018, while positioning the Company for further success. Looking further ahead, our greater focus on commercial execution gives us confidence we will outgrow our markets and the new APEX programme supports our expectation of improved trading profit margin.

Yours sincerely,

Picture 25

Olivier Bohuon

Chief Executive Officer

OUR STRATEGIC PRIORITIES

Our strategic priorities guide our actions to support healthcare professionals and transform our growth profile.

Picture 31

BUILD A STRONG POSITION IN ESTABLISHED MARKETS

Picture 30

FOCUS ON EMERGING MARKETS

Picture 29

INNOVATE FOR VALUE

 Picture 28

SIMPLIFY AND IMPROVE OUR OPERATING MODEL

 Picture 27

SUPPLEMENT ORGANIC GROWTH WITH ACQUISITIONS

Picture 32  STRATEGIC PRIORITIES UPDATE PAGE 10
Picture 79OUR PEOPLE PAGE 25


 

 

6

     OVERVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

Our results

 

22.WHO WE ARE9%

ONE GLOBAL
BUSINESS

WITH MORE THAN 15,000 EMPLOYEES

OUR VALUES AND HOW WE ACT

Our values shape everything that we do as a business and form
the basis of our relationships with all our stakeholders.

Picture 33

Picture 5

Picture 4

Performance

Innovation

Trust

Performance means being responsive to the needs of our customers and their patients, setting ourselves clear goals and standards and achieving them.

Innovation means being energetic, creative and passionate about everything we do, anticipating customers’ needs and overcoming barriers and developing opportunities.

Trust is something we understand that we have to earn and we strive to operate with integrity and take an ethical approach to business.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AN INTEGRATED BUSINESS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

UNITED STATES (US)

 

 

 

OTHER ESTABLISHED MARKETS

 

 

 

EMERGING MARKETS

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The United States is the Group’s largest market representing 48% of our global revenue. Due to its commercial importance to the Group, its revenue is reported separately. The United States is also home to a number of our manufacturing facilities.

 

 

 

Other Established Markets comprise commercial operations in Europe, Australia, Japan, Canada, and New Zealand, We have manufacturing facilities in the UK, Germany and Switzerland.

 

 

 

Emerging Markets include our commercial businesses in China, Asia, India, Russia, Middle East, Africa and Latin America.

These generated 16% of Group revenue in 2017. We have manufacturing facilities in China, Costa Rica, India, Russia and Curacao.

 

 

 

 

2017 revenue

 

 

 

2017 revenue

 

 

 

2017 revenue

 

 

 

 

$2,306m

 

 

 

$1,678m

 

 

 

$781m

 

 

 

 

0%

+2%

 

 

 

0%

0%

 

 

 

+13%

+12%

 

 

 

 

Reported

Underlaying1

 

 

 

Reported

Underlaying1

 

 

 

Reported

Underlaying1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ORTHOPAEDIC RECONSTRUCTION AND TRAUMA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SPORTS MEDICINE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADVANCED WOUND MANAGEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GLOBAL FUNCTIONS2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1    These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

 

 

 

2    Commercial Excellence including Global Marketing, R&D, Manufacturing & Supply Chain, Central Support.

 


 

SMITH & NEPHEW ANNUAL REPORT 2017

OVERVIEW     

7

Trading margin1up 20bps

 

SELLING NINE PRODUCT FRANCHISES

Picture 34

Picture 35

Picture 36

KNEE IMPLANTS

SPORTS MEDICINE JOINT REPAIR

ADVANCED WOUND CARE

HIP IMPLANTS

ARTHROSCOPIC ENABLING TECHNOLOGIES

ADVANCED WOUND BIOACTIVES

TRAUMA & EXTREMITIES

OTHER SURGICAL BUSINESSES

ADVANCED WOUND DEVICES

83.

 

EPSA1up 8%

SUPPORTING HEALTHCARE PROFESSIONALS IN MORE THAN 100 COUNTRIES

Picture 38

Revenue by products

Revenue by geography

A

KNEE IMPLANTS

$984m

Picture 193

A

UNITED STATES

$2,306m

Picture 196

B

HIP IMPLANTS

$599m

B

OTHER ESTABLISHED MARKETS

$1,678m

C

TRAUMA & EXTREMITIES

$495m

C

EMERGING MARKETS

$781m

D

SPORTS MEDICINE JOINT REPAIR

$627m

E

ARTHROSCOPIC ENABLING TECHNOLOGIES

$615m

F

OTHER SURGICAL BUSINESSES

$189m

G

ADVANCED WOUND CARE

$720m

H

ADVANCED WOUND BIOACTIVES

$342m

I

ADVANCED WOUND DEVICES

$194m

 

 

 

 


8

     OUR BUSINESS & MARKETPLACE

SMITH & NEPHEW ANNUAL REPORT 2017

OUR BUSINESS MODEL

HOW WE
CREATE VALUE

THE RESOURCES WE NEED

OUR PEOPLE

Engaging, developing and retaining our more than 15,000 employees is important to us and we work hard to be a great place to work as well as a responsible corporate citizen.

RESEARCH & DEVELOPMENT

Innovation is part of our culture and we invest 5% of our revenue to develop new products that will help improve patients’ lives.

MANUFACTURING & QUALITY

We operate our global manufacturing efficiently, and at the highest possible standards, to ensure product quality at competitive pricing.

SALES & MARKETING

We support our customers in over 100 countries. Our commercial teams are highly specialised with an in-depth knowledge across the full range of product franchises.

ETHICS & COMPLIANCE

We are committed to doing business the right way and apply strict business principles to the way we deal with our customers and partners.

TRAINING & EDUCATION

Every year, thousands of healthcare professionals attend our training courses around the world. Education is fundamental to how we support our customers.

Picture 44    THE RESOURCES WE NEED PAGE 25

 A FOCUS ON 

 PERFORMANCE 

OUR VALUE PROPOSITION

Our mission is to support healthcare professionals by providing advanced medical devices that they use in their daily efforts to improve the lives of their patients.

PIONEERING APPROACH

We take a pioneering approach to the design of our products and services. Smith & Nephew has a long history of innovation, dating back to our foundations in the 19th century, and today we support customers to manage and prevent disease states, and enable swifter recovery for their patients.

Picture 42

ENSURING WIDER ACCESS

We strive to secure wider access to our advanced technologies for more customers globally. In emerging markets we have built an entrepreneurial business resourced to reach and support an ever greater number of customers in delivering affordable healthcare.

Picture 180

ENABLING BETTER OUTCOMES

We seek to enable better outcomes for patients and healthcare systems, providing high quality products and appropriate training to improve clinical outcomes, enabling healthcare professionals to treat more patients and improving the economic outcome for payers.

Picture 189


SMITH & NEPHEW ANNUAL REPORT 2017

OUR BUSINESS & MARKETPLACE     

9

 CREATING 

 PRODUCTS 

 FOR OUR 

 CUSTOMERS  

We have leadership positions in Orthopaedic Reconstruction and Trauma, Advanced Wound Management and Sports Medicine:

We service our customers through our dedicated and highly trained global sales force and selected third party sellers:

–  Knee Implants

– Surgeons

–  Hip Implants

– Nurses

– Trauma & Extremities

– Nurse specialists

– Sports Medicine Joint Repair

– Physicians, GPs

– Arthroscopic Enabling Technologies

– Healthcare systems

– Other Surgical Businesses

– Procurement groups

– Advanced Wound Care

– Payers, administrators

– Advanced Wound Bioactives

– Retail, consumers, patients

–  Advanced Wound Devices

Picture 48 OUR PRODUCTS PAGE 18

Picture 150

Picture 151

Picture 152

Picture 153

THE OUTPUT OF WHAT WE DO

FINANCIAL PERFORMANCE

Targeting higher revenue growth and a better trading profit margin.

$4,765m

Revenue

$934m

$1,048m

Operating Profit

Trading Profit1

CAPITAL ALLOCATION FRAMEWORK

Prioritising the use of cash and ensuring an appropriate capital structure.

$269m

Dividend

IMPROVED QUALITY OF PATIENTS’ LIVES

Providing our advanced medical devices in more than 100 countries.

100+

countries

TRAINING AND EDUCATION

Supporting HCPs and ensuring the safe and effective use of our products.

45,000+

surgeon training instances

GREAT PLACE TO WORK

Supporting and encouraging employees to live our values.

15,000+

employees

A SUSTAINABLE BUSINESS

Working in a sustainable, ethical and responsible manner everywhere we operate.

160+

years of proud history

 

1   Explanations of these non-GAAPThese non-IFRS financial measures are providedexplained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 176178–181.


10

     OUR BUSINESS & MARKETPLACE

SMITH & NEPHEW ANNUAL REPORT 2017

STRATEGIC PRIORITIES

MAXIMISING OUR
PERFORMANCE

Smith & Nephew has a clear vision to 179.build a successful, sustainable business. This vision is encapsulated in our corporate value proposition – supporting healthcare professionals by taking a pioneering approach to the design of our advanced medical products and services, by securing wider access to our diverse technologies for more customers globally, and by enabling better outcomes for patients and healthcare systems.

LOGO

Smith & Nephew Annual report 2014            7


STRATEGIC REPORT

Smith & Nephew today

Our marketplace is growing

Demand for healthcare continues to increase worldwide. This is driven by increased longevity, more

prevalence of obesity and associated disease states, greater expectation of an active lifestyle, improved

awareness of treatment options and the increasing affluence of the emerging markets.

We are focused on transforming the growth profile of the business while delivering this proposition. We are working to rebalance the Group towards higher growth opportunities. Over the last five years, Smith & Nephew has materially improved the mix of higher growth potential to lower growth businesses, shifting from one-third higher growth to over 50% today.

Our strategic priorities, introduced in 2011, guide our actions in delivering these twin aspirations of supporting healthcare professionals and transforming our growth profile.

OUR STRATEGIC PRIORITIES

   

   

Advanced Surgical Devices

Advanced Wound Management    
Total segment valueTotal segment value
$24bn$7bn
+5%+4%

Our products are used by surgeons and nurses to help

repair and heal the human body throughout a person’s life

Global population

LOGO

Source: United Nations – World Population Prospects, The 2012 Revision.

8Smith & Nephew Annual report 2014


Served by our global businesses

Our global franchises design, develop and deliver our advanced medical technologies to customers in more than 100 countries globally.

LOGO

LOGO

Advanced Surgical Devices globalPicture 59

1. Orthopaedic Reconstruction

Specialist hip and knee implant systems.

Revenue1    BUILD A STRONG POSITION IN ESTABLISHED MARKETS

$1,527m+2% 

2013  $1,518m

2. Trauma & Extremities

Internal and external devices used in the stabilisation of severe fractures and deformity correction procedures.

Revenue1

$506m+4% 

2013  $486m

3. Sports Medicine Joint Repair

Instruments, technologies and implants necessary to perform minimally invasive surgery of joints.

Revenue1

$576m+8% 

2013  $496m

4. Arthroscopic Enabling Technologies

Cutting, visualisation and fluid management technologies necessary for Sports Medicine Joint Repair.

Revenue1

$542m+1% 

2013  $441m

5. Other ASD

ENT and gynaecology instrumentation.

Revenue1

$147m+10% 

2013  $74m

Advanced Wound Management global

1. Advanced Wound Care

Products for the treatment of acute and chronic wounds, including leg, diabetic and pressure ulcers, burns and post-operative wounds.

Revenue1

$805m–4% 

2013   $843m

2. Advanced Wound Devices

Traditional and single-use Negative Pressure Wound Therapy (‘NPWT’) and hydrosurgery systems.

Revenue1

$192m–9% 

2013   $213m

3. Advanced Wound Bioactives

Bioactive technologies that provide unique approaches to debridement and dermal repair and regeneration.

Revenue1

$322m+15% 

2013   $280m

1The underlying percentage increases/decreases are after adjusting for the effect of currency translation and the inclusion of the comparative impact of acquisitions and exclusion of disposals.

LOGO

Smith & Nephew Annual report 2014            9


LOGO


LOGO


STRATEGIC REPORT

Smith & Nephew todaycontinued

Our business model

delivers value

LOGO


Our Capital Allocation Framework

LOGO

LOGO

LOGO

LOGO     

Maintain a strong balance sheet to ensure solid investment grade credit metrics

Resource utilised

$7.3bn$235m13,46815$245m
Total AssetsInvestment in R&DEmployees

Manufacturing

plants worldwide

Corporation tax paid

12Smith & Nephew Annual report 2014


With a strategy to

drive our performance

Our strategic priorities

Established Markets

Build uponon existing strong positions, win market share through greater product and commercial

innovation and drive efficiencies to liberate resources.

Picture 66 SEE OPPOSITE

    

Emerging & International MarketsPicture 58

    FOCUS ON EMERGING MARKETS

Deliver thought leadership in the Emerging & International Markets by building strong, direct customer

relationships, widening access to our premium products and developing portfolios designed for the economic mid-tier population.

Picture 67 PAGE 12

 

Innovate for valuePicture 63    INNOVATE FOR VALUE

Accelerate our rate of innovation by investing more in research & development to support

projectsDeliver pioneering products and business models that will moveimprove clinical and cost boundarieshealth economic outcomes and deliver maximum value.widen access across geographies and patient groups.

Picture 68 PAGE 13

 

Simplify and improve our operating modelPicture 64    SIMPLIFY AND IMPROVE OUR OPERATING MODEL

Pursue maximum efficiency in everything we do, streamline our operations and manufacturing,

remove duplication and build strong global functions to support our commercial teams.

Picture 69 PAGE 14

 

Supplement organic growth with acquisitionsPicture 65    SUPPLEMENT ORGANIC GROWTH WITH ACQUISITIONS

Build our platform by acquiring complementary technologies, manufacturing and distribution in the

emerging markets and complementary products or businesses in our higher growth segments.segments and manufacturing and distribution capabilities in the Emerging Markets.

Picture 70 PAGE 15

 


 

 

SMITH & NEPHEW ANNUAL REPORT 2017

OUR BUSINESS & MARKETPLACE     

11

u Read more about our strategy in action on pages 42 – 53

 

LOGO

Smith & Nephew Annual report 2014            13


STRATEGIC REPORT

Strategic performance

How we performed

 

Picture 52

BUILD A STRONG POSITION
IN ESTABLISHED MARKETS

Established Markets

Performance

 

Established Markets for Smith & Nephew are the US, Europe, Australia, Japan, Canada Europe, Japan,and New ZealandZealand. Smith & Nephew delivered 84% of its revenue from these countries in 2017.

In the United States, our single largest country representing 48% of global revenue, reported revenue growth was flat and underlying growth was 2%. The Other Established Markets growth rate was flat on both an underlying and reported basis.

In 2017 we focused on improving our commercial execution. With a simpler and more agile commercial structure in each country, supported by global functions, we sought to drive improved performance and greater efficiency. This was supported by sales force excellence initiatives including a sharper focus on both health economic and clinical evidence to support our products.

In Reconstruction, the US.Knee Implants franchise performed well, with the JOURNEY™ II Total Knee System driving good growth, as did the LEGION™ Revision Knee System. In Hip Implants, the new REDAPT™ Revision and POLARSTEM™ Cementless Stem systems were well received. In Trauma & Extremities, new clinical evidence supported increased uptake of our TRIGEN™ INTERTAN™ hip fracture system.

Sports Medicine Joint Repair performance was driven by good demand for our shoulder repair portfolio, and we added an exciting new technology when we acquired Rotation Medical (see page 15 for more). Arthroscopic Enabling Technologies was impacted by continued softness in mechanical resection. The roll-out of our LENS™ visualisation and WEREWOLF™ COBLATION™ systems are underway and we expect an increasing contribution from these in 2018.

In the US, and other countries, we are seeing a shift towards day-case surgery for total joints starting to take place in Ambulatory Surgery Centre (ASCs), something Smith & Nephew is uniquely positioned to benefit from. Through Sports Medicine we are already a partner to many ASCs. We believe we can leverage this customer knowledge and relationships to improve the performance of our knee implants franchise. Our combined businessesportfolio is well-suited for ASCs where early mobility and efficiency are key, as is our robotic NAVIOTM Surgical System due to its small footprint, portability and cost.

The Advanced Wound Care franchise delivered strong growth in the Established Markets delivered flat growth for the year. HeadwindsUS, but was held back by softer market conditions in Europe impacted our performance and offset the positive growth we achieved across the US, Japan, Australia & New Zealand.

Europe. In Advanced Wound Management, ourBioactives, SANTYL™ benefited from a new analysis demonstrating its effectiveness in advancing pressure ulcers through the healing process2, improving performance was slightly below estimated global segment growth, despite a 15% growth in Advanced Wound Bioactives. While Trauma & Extremities, Hip Implants and Knee Implants growth were also slightly below the market, these franchises performed better than last year and demonstrated an improving trend in the second half of the year. Advanced Wound Devices performed strongly across the year, as a resultled by the continued success of our investments in marketing, medical education and new products. Insingle use negative pressure wound therapy (sNPWT) device PICO™.

$3,984m

Revenue from Established Markets

Picture 45

84%

of Group revenue

0%

+1%

Reported

Underlying1

WHY THIS KPI IS IMPORTANT

We use this KPI to track the higher growth Sports Medicine Joint Repair segment we delivered growth at around market rate and saw the first benefitsrelative strength of the ArthroCare acquisition.

Global Outlook

While there are some signs of improvement in economic conditions, overall the Established Markets continue to experience a challenging environment. We have responded by realigning our business models and made focused investments to enhance our performance and efficiencyposition in these markets.

HOW WE PERFORMED

Growth in the US, our largest market, was offset somewhat by softer conditions in some other markets.

1 These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 38 and 178–181.

2 Advances in Wound Care. Gilligan, A.M., et al. Comparative effectiveness of Clostridial Collagenase Ointment to medicinal honey for treatment of pressure ulcers. Volume 6, Number 4 (April 2017).

Picture 186

SUPPORTING CUSTOMERS
AT THE ECC

“It’s very humbling to know we are helping improve patients’ outcomes.”

Natalia Zielinska Bioskills Laboratory Manager

Smith & Nephew is proud to support surgeons and nurses by enabling them to learn from experts in their field of speciality. We do this at our state-of-the art training and innovation centres. In early 2017 we opened the Expert Connect Centre (‘ECC’) in Croxley Park, Watford, on the outskirts of London, UK. This is already establishing itself as a flagship destination for healthcare professionals from the UK, Europe and the Emerging Markets.

 

Emerging &

International Markets


 

12

     OUR BUSINESS & MARKETPLACE

SMITH & NEPHEW ANNUAL REPORT 2017

Performance

 

Picture 53

FOCUS ON EMERGING MARKETS

Our Emerging & International Markets represent those outside of the Established Markets, including the fast growing BRIC group of Brazil, China,Russia, India and Russia.China. The Emerging Markets accounted for 16% of Smith & Nephew’s revenue in 2017.

In 2017 we returned our Emerging Markets business to sustainable double-digit revenue growth, up 13% on a reported basis and 12% on an underlying basis. This was a significant improvement over the flat underlying performance of 2016.

In China, our largest Emerging Markets country, we delivered double-digit revenue growth as we improved our commercial execution. In the oil-dependent Gulf States we returned to growth by focusing on securing more private healthcare business to compensate for the reduction in government tenders. The majority of our other Emerging Markets continued to do well across 2017.

We have been early investors in many of the Emerging Markets. There continue to be quarterly fluctuations in the growth rates, and differences in performance between countries, so we look at the longer term trends when making decisions, and those are very favourable.

We also see the next wave of sustained growth coming from the ‘mid-tier’, essentially growth from widening access to a greater proportion of the population in these countries. We are addressing this by steadily building a dedicated product portfolio and specific distribution model.

We are well positioned to continue to drive strong growth from the Emerging Markets over the medium term. The much improved performance in 2017 is in line with where we see the medium term prospects for this increasingly important segment of Smith & Nephew’s business.

 

$781m

Revenue from Emerging Markets

Picture 201

16%

of Group revenue

+13%

+12%

Reported

Underlying1

Our Emerging & International Markets grew at 17%, building further on

WHY THIS KPI IS IMPORTANT

We use this KPI to track the double-digit growth of 2013.Emerging Markets relative to global growth.

HOW WE PERFORMED

Performance in the Emerging Markets improved strongly over the previous year.

1 These geographies now represent 15% ofnon-IFRS financial measures are explained and reconciled to the Group’s overall revenue, up from 11%most directly comparable financial measure prepared in 2011.accordance with IFRS on pages 38 and 178 – 181.

 

Picture 181

RETURNING CHINA TO GROWTH

“We have seen a return to double-digit growth in the attractive Chinese market.”

Olivier Bohuon Chief Executive Officer

China is our largest Emerging Market country. Here we faced challenges in 2016 as the market growth slowed down. In 2017 we improved our commercial execution and management of, and involvement in, the channel inventory. Looking to the medium term, we believe that our growth prospects in China remain very attractive.

During 2014:


 

SMITH & NEPHEW ANNUAL REPORT 2017

OUR BUSINESS & MARKETPLACE     

13

–   Our success in China continued with growth of over 30%, for a second year in a row, as our investment in training and infrastructure continue to show results.

 

–   Our Latin American markets, which include Brazil and Mexico, are set for improvement going forward as we spent the year integrating acquisitions and making organisational and strategic changes.

–   The execution of our mid-tier market strategy continues with the establishment of an independent commercial structure and increased investment in building a suitable product portfolio.

Global Outlook

The healthcare environment in our regions continues to rapidly expand and with the right investments combined with strategic execution will provide sustained growth opportunities for the Group.

 

Innovate for value

Performance

For Smith & Nephew ‘Innovate for value’ means having a pioneering approach to creating both products and new commercial models to bring products and services to our customers.

Consistent with 2013, R&D investment represented over 5% of revenue, bringing a wide range of products to market across all our franchises. More detail on individual products is set out on pages 21 to 22 and on pages 27 and 31.

Picture 61

INNOVATE FOR VALUE

 

In addition2017 we have made investmentsbegan to benefit from a suite of exciting new products, solutions and business models as we deliver on our strategic priority to innovate for value.

In robotics, NAVIO is a unique and compelling system. In 2017 we successfully extended its indications and introduced it to new countries such as India. We launched the total knee arthroplasty (TKA) application for our JOURNEY II, LEGION and GENESIS™ II Total Knee Systems. Surgeons completed the world’s first robotics-assisted bi-cruciate retaining total knee replacement procedures. This new approach used NAVIO to implant the new JOURNEY II XR (bi-cruciate retaining total knee system) currently in two venture funds as partlimited market release. This is the first and only bi-cruciate retaining robotics application commercially available.

In the Emerging Markets we continue to build our mid-tier portfolio. Our ANTHEM™ Total Knee System, which, alongside the ORTHOMATCH™ Universal Instrumentation Platform, has been designed to provide wider market access to affordable knee treatments, performed well following its 2016 launch. During the year we launched into more markets, including Russia and Saudi Arabia, and introduced a new Cruciate Retaining (CR) variant, extending the options available to surgeons.

In Sports Medicine our new LENS™ Surgical Imaging System and WEREWOLF™ COBLATION™ System for resecting soft tissue are being rolled out to customers. In Reconstruction we expanded our REDAPT™ Hip and LEGION™ Knee revision systems. In Advanced Wound Management our pioneering disposable single-use negative pressure wound therapy (sNPWT) device PICO™ continued to perform strongly and we extended our ALLEVYN LIFE foam dressing range with a new non-border version.

We also focus on providing customers with the evidence that demonstrates the effectiveness of our search for future disruptive technologies.

innovative products. In 2017, PICO benefited from new clinical evidence showing its effectiveness at reducing surgical site infections1 and the TRIGEN™ INTERTAN™ hip fracture system also performed strongly supported by new clinical evidence2.

We have also been investing in ancontinue to develop new business models to address changing or unmet customer needs. During 2017 we ran the first study of our innovative commercial solution for Orthopaedic ReconstructionEpisode of Care Assurance Program (eCAP) that fulfils the unmet needs of customers searching for a different value proposition. Called Syncera, it offers customers clinically proven primarycombines our hip and knee implants combined with cutting-edge technology that streamlines the supply chainPICO and logistics and enables technical supportACTICOAT™ Flex 7 Antimicrobial Barrier Dressings. The first results showed eCAP delivering a 97% decrease in the operating room. This new model has the potentialhospital readmission rates following total joint replacement surgery (based on 1,380 joint arthroplasties with only two readmissions, a readmission rate of only 0.145% as compared to generate significant savings for the customer.published rates of 5.3% or more).

 

$223m

R&D expenditure

Picture 23

5%

of Group revenue

WHY THIS KPI IS IMPORTANT

Through this KPI we monitor our investment in R&D.

HOW WE PERFORMED

The strong new product portfolio reflects increased investment in R&D and technology acquisitions.

1  O’Leary, D.P. et al, Prophylactic negative pressure dressing use in closed laparotomy wounds following abdominal operations. A pioneering approach to products and services provides competitive advantages. Smarter, easier to use, cost-efficient products and services can offset pricing pressures, disrupt markets and challenge the status quo, which will be required to meet the new and expanding demands for healthcare customers globally.randomised, controlled, open-label trial: The PICO Trial. Annals of Surgery, published online 06 December 2016.

LOGO

LOGO2   Smith & Nephew INTERTAN claims brochure “The evidence is in ...”

 

WORLD-CLASS R&D IN HULL

“Britain is a global leader in medical technology innovation. Partnerships such as this between Smith & Nephew and University of Hull further strengthen our position at the forefront of global medical research and development.”

Emma Hardy MP for Hull West & Hessle

In 2017 we announced a long-term partnership with the University of Hull to create one of the world’s largest Wound Care Research Clusters with the aim of developing scientific insights and innovative treatments.

This includes the creation of eight PhD studentships and a programme of collaboration between Smith & Nephew’s new Hull Research & Development centre and the University’s new Health Campus.

Picture 211

 

LOGO

14Smith & Nephew Annual report 2014


 

 

 

14

     OUR BUSINESS & MARKETPLACE

SMITH & NEPHEW ANNUAL REPORT 2017

Picture 57

SIMPLIFY AND IMPROVE
OUR OPERATING MODEL

Since 2011 Smith & Nephew has undertaken two successful efficiency programmes that have delivered significant savings and created an integrated Group structure.

As announced with our Third Quarter 2017 Results, we believe that we now have the Group structure to allow us to strengthen our competitive position by driving further opportunities to accelerate performance through better execution, while at the same time realising savings through greater efficiency.

In 2017 we completed our assessment of these opportunities and started to implement a programme called APEX – Accelerating Performance and Execution in early 2018.

APEX is expected to deliver an annualised benefit of $160 million by 2022, with around three-quarters of this expected by 2020, for a cash cost of up to $240 million, of which a charge of around $100 million is expected in 2018.

APEX has three workstreams:

1. MANUFACTURING, WAREHOUSING AND DISTRIBUTION

We have already made significant improvements over the last two years, and see further opportunities to simplify in line with best practices to reduce overall cost, while improving quality and delivery through:

–  A best practice facility footprint with larger manufacturing hubs supported by speciality facilities where appropriate.

–  A product portfolio that meets the needs of our customers and complies with regulations, while minimising cost, complexity and inventory.

–  A supply chain that is streamlined and efficient so that we are positioned to achieve the highest levels of delivery at benchmark cost.

2. GENERAL AND ADMINISTRATIVE (G&A) EXPENSES

We have improved our G&A expense ratio over the last five years, but with our global function structure we are now able to identify additional areas of opportunity to reduce costs and improve service through:

–  Best-in-class Global Business Services that includes a full-spectrum of support services delivered quickly and efficiently, enabling full focus on our customers and business objectives.

–  Service hubs in locations that align to our regional needs and deliver the best value for money.

–  System infrastructure that drives maximum efficiency, including rationalisation of legacy IT systems and adopting a ‘cloud-first’ strategy.

3. COMMERCIAL EFFECTIVENESS

Whilst the commercial opportunities and competitive environment continue to evolve with changing customer expectations, new go-to-market approaches and price pressure, we expect to improve overall productivity and accelerate top line growth through:

–  Increased sales and marketing effectiveness.

–  Selective refinement of structures and territories to meet customer and market demands.

–  Being more responsive to customers’ use of tenders and changing service level demands.

–  More accurate demand forecasting to improve inventory management.

 

 

19.6%

Operating Profit Margin

Picture 213

22.0%

Trading Profit Margin1

Picture 215

 

SimplifyWHY THIS KPI IS IMPORTANT

We use this KPI to track our underlying profit growth and improvetrading profitability.

our operating model

Performance

HOW WE PERFORMED

Trading profit grew by 3% and trading profit margin increased bywas up 20bps, while investing in our commercial operations and meeting market and pricing pressures.

Key initiatives included:

–   Continuing to deliver our $150 million per annum efficiency savings programme, of which we have achieved annualised savings of $146 million as at 31 December 2014.

–   Commencing a further $120 million annualised Group Optimisation plan through a one-off investment of $150 million, which is progressing well.

–   Moving to a single Managing Director model in markets outside of the US, combining the commercial organisations to leverage scale and better serve customers.

By simplifying and improving our operating model we have been able to liberate resources to invest in growth opportunities, meet the persistent price pressure and improve our financial returns. A simpler and more efficient organisation allows us to make faster and better decisions.

Supplement organic

growthline with acquisitionsguidance.

Performance

In 2014, we completed five acquisitions and investments, including our largest deal to date, the $1.7 billion acquisition of ArthroCare Corporation. This brings the total over the last 4 years to 15 transactions for a combined consideration of $2.8 billion, including the $782 million acquisition of Healthpoint Therapeutics in late 2012.

ArthroCare was a compelling opportunity to add unique technology and highly complementary products to further strengthen our sports medicine business. We will be able to generate significant additional revenue from the more comprehensive portfolio. We will use our global presence to drive substantial new growth. The transaction accelerates our strategy to rebalance Smith & Nephew towards higher growth opportunities.

We regularly review acquisitions to ensure they are meeting our expectations, and use IRRs and ROCE to confirm performance is on track to deliver the required return. During 2014 we continued to integrate our recent emerging markets acquisitions, whilst Healthpoint performed strongly in its second full year in Smith & Nephew.

Acquisitions and partnerships are important elements which supplement organic investment and provide increased opportunity for high growth and value creation.

LOGO

LOGO

1 The underlying percentage increases/decreases are after adjusting for the effect of currency translation and the inclusion of the comparative impact of acquisitions and exclusion of disposals.

2 Explanations of these non-GAAPThese non-IFRS financial measures are providedexplained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 176 to 179.

LOGO

Smith & Nephew Annual report 2014            15


STRATEGIC REPORT

Chief Financial Officer’s overview

We made significant

progress in 2014...

Our results

$4,617m

Revenue1up 2%

$1,055m

Trading profit1,2up 3%

1   The underlying percentage increases/decreases are after adjusting for the effect of currency translation and the inclusion of the comparative impact of acquisitions and exclusion of disposals.

2   Explanations of these non-GAAP financial measures are provided on pages 176 to 179.

Dear Shareholder,

Smith & Nephew made significant progress in 2014 and continued to deliver good revenue and earnings growth. Our growth trajectory is being enhanced by the integration of our acquisitions, greater Group efficiency, and tax improvement – combining with strong cash generation and disciplined capital allocation to accelerate value creation for shareholders.

Strong earnings growth

In the full year 2014, we generated revenue of $4,617 million (2013: $4,351 million), an increase of 2% on an underlying basis and 6% on a reported basis. Acquisitions added 5% to the reported growth rate, while currency was a -1% headwind.

Trading profit was $1,055 million (2013: $987 million), up 3% underlying and 7% on a reported basis. The trading profit margin was 22.9% (2013: 22.7%), a 20bps increase despite the headwind from the US RENASYS distribution hold announced in June.

Operating profit for 2014 was $749 million (2013: $810 million), reflecting acquisition costs largely relating to ArthroCare, as well as restructuring and rationalisation costs, amortisation of acquisition intangibles and legal and other items incurred. The net interest charge and other financing costs for 2014 were $33 million (2013: $7 million). Profit before tax was therefore $714 million (2013: $802 million).

The tax charge of $213 million reflects an effective tax rate of 27.7% for the full year (2013: 29.2%) on Trading results.

EPSA was 83.2¢ (166.4¢ per ADS) (2013: 76.9¢). Reported basic earnings per share was 56.1¢ (112.2¢ per ADS) (2013: 61.7¢).

Trading cash flow was $781 million (2013: $877 million), reflecting a trading profit to cash conversion ratio of 74% (2013: 89%).

Net debt at the year-end was $1,613 million reflecting our acquisitions of ArthroCare and in the emerging markets. This represents a reported net debt/EBITDA ratio of 1.2x.

Reinvestment & Group optimisation

During 2014, we launched a programme to target further efficiencies. We have identified four main areas of activity:

1  Globalising functions such as Finance, HR, IT and Legal to ensure that we are operating most effectively to support business growth.

2  Driving procurement savings to get the most value from the money we spend.

3  Rationalising our footprint to simplify the way we work.

4  Further simplifying our operating model, including establishing a single operating structure under a single managing director in all markets outside the US so that we can make decisions more quickly and effectively.

All areas of the programme are progressing well. Overall, we are on target to deliver benefits of over $120 million over a four-year period, with the majority of this expected to benefit margin over time.

Acquisitions

We acquired ArthroCare Corporation in 2014 for a net $1.5 billion. This has strengthened our Sports Medicine business. Its technology and products will significantly enhance our portfolio, and we will use our global presence to drive substantial new growth. The integration is progressing well.

The financial rationale for this transaction was strong, and we expect to realise cost and revenue synergies of around $85 million of additional annual trading profit in 2017.

Our other recent acquisitions continue to perform well. The Advanced Wound Bioactives business acquired at the end of 2012 delivered strong 15% growth in 2014. Our emerging markets acquisitions in Brazil, Turkey and India are now bedded in and delivering increasing benefits. And Bioventus, our orthobiologic therapies development vehicle, completed a successful external refinancing and repaid a $160 million loan-note, plus $28 million of accrued interest, to us in October.

16Smith & Nephew Annual report 2014


178–181.

 

...and continued to deliver good

Based on the preliminary work undertaken when I took over as CFO, we undertook a thorough review of our business over the last few months. Our objective was to look afresh at opportunities to strengthen our competitive position and be more efficient. We have now substantially completed this analysis and begun executing our programmes…”

revenue and earnings growth.

Segment reporting

As we simplify our operating model and move to one commercial organisation in all countries barring the US, we are updating our segmental reporting to reflect this, providing disclosure consistent with the financial information used by senior management to run the business. This means that from 1 January 2015 we will continue to disclose revenue performance by franchise, but other financial data, such as trading margin and assets, will no longer be split between two divisions – Advanced Surgical Devices (‘ASD’) and Advanced Wound Management (‘AWM’), since they are now part of one operating unit.

Outlook

We have made material progress in reshaping Smith & Nephew for higher growth since 2011. Whilst the journey to transform Smith & Nephew continues, increasingly we expect to benefit from the actions and investments we have made.

We expect the Group to deliver higher underlying revenue growth in 2015 than in 2014. We also expect to deliver a further improvement in trading profit margin.

Additionally, we expect the effective corporate tax rate on trading results to reduce to slightly above 27% in 2015, absent any changes to tax legislation. This is incremental to the 220bps reduction achieved in the last two years.

We believe the Group is at the start of a new and exciting phase in its 158-year history.

Sincerely,

LOGO

Julie Brown

Chief Financial OfficerAdvanced Wound Management

We expectTreatment and prevention products for hard-to-heal wounds

Sports Medicine

Implants and enabling technologies for minimally invasive repair of the Group to

  deliver higher underlying

  revenue growth in 2015

  than in 2014. We also

  expect to deliver a further

  improvement in trading

  profit margin.”

LOGO

LOGO

Smith & Nephew Annual report 2014            17


STRATEGIC REPORT

Our marketplace

Changing demandsjoint

 

 

Market trendsFIND MORE ONLINE

 

The combination of ageing populations and increasing prevalence of obesity and associated chronic illness is expanding the gap between the demand for healthcare and ability of governments To learn more about Smith & Nephew,

to supply it. The changing balance in ageing populations also means that there is a potential decrease in funds available for healthcare raised through taxes on the working population. Consequentially, governments and healthcare providers are looking for various waysregister to constrain their healthcare expenditure.receive our news,

or to explore opportunities to join us,

please visit www.smith-nephew.com

 

Cost and Outcomes

Healthcare providers, in an effort to reduce spending, are increasingly focusing on the cost of the whole treatment, rather than the individual components. This is leading governments and hospitals to seek greater transparency of product pricing.

As a result, health economic data is being used to obtain reimbursement or justify product pricing. Health economic data currently forms an integral part in shaping the recommendations from the National Institute for Health and Care Excellence (NICE) in the UK and in the US, the Affordable Care Act has committed budget spend to carry out comparative effectiveness research on treatments.

As well as the focus on suppliers of healthcare products, some providers are also implementing incentives for better health outcomes to reduce the costs associated with repeated patient treatments or reduced hospital stay.

Governments are beginning to impose penalties on healthcare facilities for acute patient re-admissions or for infections acquired within the health system which present an additional economic burden on health care systems.

Picture 8

 

 

 

 

In the US, healthcare-acquired infections cost almost $10 billion annually, with surgical site infections being the largest contribution to overall cost.


2

     OVERVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

 

Product innovationCHAIRMAN’S STATEMENT

Picture 182

 PROVIDING

LEADERSHIP 

The Board approaches 2018 with optimism. Olivier has built a strong foundation and we expect to attract someone of the highest calibre to accelerate business performance from this base.

DEAR SHAREHOLDER

One of the core duties of a Board is to ensure that companies evolve to meet the ever changing challenges and opportunities they face. A Board must set the pace in this, refreshing and strengthening its membership with deeper expertise, new perspectives and greater diversity.

Since becoming Chairman in 2014 I am pleased with the evolutionary changes we have made at Smith & Nephew. I believe these build on the successes of the past and position the Company well for further progress.

STRENGTHENING THE BOARD

We have been able to attract new Non-Executive Directors of high calibre to replace Board members retiring after completing their service.

Angie Risley, who joined in September 2017, is currently Group HR Director of J Sainsbury plc and was previously Non-Executive Director of Arriva plc, Biffa plc and Serco plc where she was also chairman of the Remuneration Committee. Marc Owen, recently retired from the Executive Committee of Fortune 500 healthcare business McKesson Corp, where he was Chairman of Celesio AG and President of McKesson Speciality Health, and previously a healthcare and technology specialist at McKinsey, joined in October 2017. Roland Diggelmann, Chief Executive Officer at Roche Diagnostics and a member of the Corporate Executive Committee of F. Hoffmann-La Roche Ltd, and previously a senior executive at Zimmer GmbH, will join on 1 March 2018.

Marc and Roland strengthen the Board’s knowledge of commercial healthcare and the medical devices sector while Angie will provide effective leadership to our Remuneration Committee when Joe Papa steps down at the AGM in April. Joe has been a highly valued colleague and exemplary steward of Smith & Nephew. On behalf of the primary responsewhole Board, I thank him for his service.

CHIEF EXECUTIVE OFFICER

In October Olivier Bohuon notified the Board of his intention to retire by some suppliers in meeting patientthe end of 2018, after seven years as Chief Executive Officer. Under Olivier’s leadership Smith & Nephew has undergone important and healthcare provider demandsnecessary change and he has significantly strengthened the foundations of our Company. As Smith & Nephew enters its next chapter, the Board is determined to improve outcomes, simplify procedures and reduce cost.build on this.


 

SMITH & NEPHEW ANNUAL REPORT 2017

OVERVIEW     

3

New

Olivier continues to lead Smith & Nephew and drive the Company’s growth initiatives and operating plans. In this he is supported by our new Chief Financial Officer, Graham Baker, who joined in March 2017.

The Board has been impressed with Graham’s strong start as he quickly developed his understanding of the business and we welcome his commercial models,acumen and attention to detail. Our views of Graham have been echoed by the positive shareholder feedback we have received.

GOVERNANCE AND CULTURE

In 2017 the Board invested significant time meeting local management and employees and understanding market dynamics. These  included visiting our offices in Dubai, Tokyo and Hull, as well as some Board members spending time with our salesforce to better appreciate their role and meeting customers. In addition to giving us commercial insight, such activities let us get anecdotal evidence of the culture at Smith & Nephew, something the Board puts great value on. We strive to set the tone from the top, and review data to demonstrate performance, but it is only by meeting employees from all levels of the Company that we can be certain that Smith & Nephew’s values of I perform, I innovate and I earn trust are being lived across the business.

We conducted our regular review of strategy and Group structure at our annual strategy meeting in October, ensuring the continued close alignment of Board and management on our expectations and current direction. We upgraded our Risk Management process and strengthened our internal team in this area. Our Senior Independent Director, Ian Barlow, conducted a Board Effectiveness Review which identified some areas of further improvement which we are focusing on, such as deepening our knowledge of the competitive landscape to enable us to better support management develop and deploy resources to win in our chosen markets. I encourage you to read more about these and other matters in our Governance section starting on page 50.

2017 PERFORMANCE

The Board receives regular updates on the performance of the business from the CEO and CFO, together with product innovation, are being adopted by health systems as a solution to improving resource allocation. There is a recent trend by health systems to shift towards ‘payment for performance’ schemes in an effort to promote high quality care and increase the effectiveness of treatments. Additionally, suppliers of healthcare products and devices are providing lower cost or reduced service offerings to those segmentsmembers of the market more sensitivesenior management team attending Board meetings over the course of the year.

We could clearly see areas of the business where the Company excelled in 2017, such as Global Operations where we have improved quality and supply, and R&D, where we have an exciting new product pipeline. It is no coincidence that both of these areas of the business have effective leaders who impressed the Board during 2017.

Whilst the trading performance of the Group was better than in 2016, and we delivered within our guidance, we continue to price.

endorse the Chief Executive’s view that this business can and should deliver better results and reinforce the need for continued focus on driving better execution.

The healthcare industry is also seeing protectionism/localisation playing a part2017 full year dividend of 35.0¢ per share reflects the strong growth in the product selection process as some jurisdictions are implementing laws to show bias towards locally manufactured products. This already exists in Brazil for major tender offers and China is considering incentives to encourage hospitals to use locally made medical devices.

adjusted earnings per share.

The increased demandBoard approaches 2018 with optimism. Olivier has built a strong foundation and we expect to attract someone of the highest calibre to accelerate business performance from this base. Thank you for healthcare productsyour support and engagement in 2017 and the limitation of available resources is widening the funding gap. Providing technologies that deliver value by improving clinical outcomes while reducing the consumption of overall healthcare resources is vital for the success and sustainability of medical device businesses.

Self-Care and Prevention

Self-care and prevention is regarded asBoard looks forward to serving you into an important element of healthcare in that it will help protect society from potential health threats by minimising the risk factors that cause them. Governments have been investing in programmes and providing tools to encourage and support healthier behaviour to reduce the strain on healthcare systems from ‘lifestyle’ diseases. Additionally, pressure is gradually being applied on the food industry to reduce saturated fats, sugar and salt in products and increase nutritional labelling in an effort to tackle rising rates of obesity and diabetes.

Regulatory standards

and compliance in the

healthcare industry

The international medical device industry is highly regulated. Regulatory requirements are important in determining whether substances and materials can be developed into safe and effective products and done so in an environmentally sustainable way.

National regulatory authorities administer and enforce a complex series of laws and regulations that govern the design, development, approval, manufacture, labelling, marketing and sale of healthcare products. They also review data supporting the safety and efficacy of such products. Of particular importance is the requirement in many countries that products be authorised or registered prior to the placement on market and that such authorisation or registration be subsequently maintained. The major regulatory agenciesexciting next chapter for Smith & Nephew’s products include the Food and Drug Administration (‘FDA’) in the US, the Medicines and Healthcare products Regulatory Agency in the UK, the Ministry of Health, Labour and Welfare in Japan, the China Food and Drug Administration and the Australian Therapeutic Goods Administration.Nephew.

18Smith & Nephew Annual report 2014

Yours sincerely,

Picture 9

Roberto Quarta

Chairman

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL HIGHLIGHTS

   

 

 

 

 

$4,765m

+2%

+3%

 

35.0¢

+14%

 

 

Revenue

Reported

Underlying1

 

Dividend per share

 

 

Group revenue was up 2% on a reported basis (including -1% headwind from the 2016 Gynaecology business disposal) and 3% on an underlying basis, in line with guidance.

 

The 14% year-on-year increase reflects the strong growth in adjusted earnings per share.

 

 

$934m

+17%

  

$1,048m

+3%

  

87.8¢

0%

 

 

Operating profit

 

Trading profit1

 

Earnings per share (EPS)

 

 

Operating profit margin of 19.6% is up 240bps year-on-year due to more favourable non-trading items.

 

Trading profit margin1 was 22.0%, up 20bps year on year, in line with guidance.

 

In 2016 EPS benefited from the gain on the disposal of the Gynaecology business.

 

 

94.5¢

+14%

 

14.3%

+280bps

 

5%

 

 

 

Adjusted Earnings per share1 (EPSA)

 

Return on Invested Capital1 (ROIC)

 

R&D expenditure

 

 

Reflects one-off tax benefits, improvements in trading profit margin and the tax rate on trading1.

 

Reflects improvements in operating profit, the lower tax rate and a stable asset base.

 

To drive innovation, we maintain our investment in R&D at around 5% of Group revenue.

 

 

 

 

 

 

 

 

1 These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

 

Picture 49   FINANCIAL REVIEW PAGE 36 OUR BOARD OF DIRECTORS PAGE 50 GOVERNANCE PAGE  56


 

 

 

4

     OVERVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

CHIEF EXECUTIVE OFFICER’S REVIEW

Picture 165

STRONGER 

 SMITH & NEPHEW

In 2018, I expect Smith & Nephew to build on 2017 by delivering another year of improved performance driven by our strong product portfolio and pipeline of innovative products.

DEAR SHAREHOLDER

We delivered on our promises to improve the top and bottom line in 2017. Our healthy balance sheet, good cash generation and increased dividend demonstrate the robust foundations underpinning our business. In 2018, I expect Smith & Nephew to build on 2017 by delivering another year of improved performance driven by our strong product portfolio and pipeline of innovative products.

STRATEGIC PRIORITIES

In my first year as Chief Executive, in 2011, we set five strategic priorities that have shaped a fundamental management and operational restructuring of the Group as a foundation to improving its growth and profit profile. Through these priorities we continue to drive our business forward.

In 2017 I was pleased with the resultant commercial performance in many areas. In Knee Implants we had an outstanding year, Trauma and Extremities and Advanced Wound Devices also, and we returned the Emerging Markets to double-digit revenue growth.

Of course, there are some areas that did not meet my expectations, such as in Arthroscopic Enabling Technologies and European Wound Care. These are not because of new issues, but they are taking longer to improve than expected. We are attacking the underlying issues with renewed vigour in 2018.

You can read more about our performance against each of the strategic priorities in the next few pages (pages 10–15). I would like to draw your attention to how our strong new product portfolio reflects our decision of a few years ago to increase our investment in disruptive R&D and technology acquisitions.


SMITH & NEPHEW ANNUAL REPORT 2017

OVERVIEW     

5

One of our best recent achievements was to create a global R&D organisation that became fully operational in 2017 and is building on these successes. We now have greater visibility across our development portfolio to ensure we back the winners of the future in areas such as digital, robotics and biologics. We are making better decisions and hitting milestones consistently, and this will underpin our success for many years to come.

ACCELERATING PERFORMANCE & INNOVATION

As we have transformed Smith & Nephew, so our markets and industry have changed. We are seeing an increasingly competitive environment: new selling models, new entrants, pricing pressure and increasing costs – which in some markets are outpacing our growth. We also see great opportunity to invest behind pioneering technologies which take market share, offer a wider selection of commercial terms to suit more customers, expand our reach in the emerging markets and start to realise the benefits of the digital revolution for our industry.

In late 2017 we undertook a review of our business to look for opportunities to achieve higher growth targets, strengthen our competitive position, and make us more agile to changes in the market. As a result, in early 2018 we introduced the APEX programme, which stands for ‘Accelerating Performance and Execution’. APEX will make key enhancements to our business and ways of working over the next five years. We expect this programme to deliver $160 million of annualised benefits by 2022. APEX is now possible because of the work put in to create our strong Group structure, and it will build on this robust base. More information on APEX can be found on page 14.

BUILDING A WINNING CULTURE

Our success as a Company is made possible by talented employees working together for our shared mission: to support healthcare professionals in their efforts to improve patients’ lives. This is why being a great place to work is important to us, and why every two years we measure our progress toward this goal with our Global Employee Survey.

Our survey tool is the Great Place to Work Institute’s Trust Index, and in 2017 we performed strongly across the dimensions of vision, recognition, pride and equality. We now have nine countries accredited as a Great Place to Work.

We put great store by our culture, and work to embrace diversity, encourage progression, and reward success. We also want our employees to put something back into their communities. Our People section on pages 25–28 describes our commitments and actions across all of these areas.

LOOKING TO THE FUTURE

In October 2017 I announced my decision to retire from Smith & Nephew by the end of 2018. As I looked ahead to the next long-term phase of growth, I decided that it was the right time to announce my retirement plans, providing ample time to identify a successor and ensure a smooth transition.

In the meantime, I remain resolutely focused on delivering our commitments for 2018, while positioning the Company for further success. Looking further ahead, our greater focus on commercial execution gives us confidence we will outgrow our markets and the new APEX programme supports our expectation of improved trading profit margin.

Yours sincerely,

Picture 25

Olivier Bohuon

Chief Executive Officer

OUR STRATEGIC PRIORITIES

Our strategic priorities guide our actions to support healthcare professionals and transform our growth profile.

Picture 31

BUILD A STRONG POSITION IN ESTABLISHED MARKETS

Picture 30

FOCUS ON EMERGING MARKETS

Picture 29

INNOVATE FOR VALUE

 Picture 28

SIMPLIFY AND IMPROVE OUR OPERATING MODEL

 Picture 27

SUPPLEMENT ORGANIC GROWTH WITH ACQUISITIONS

Picture 32  STRATEGIC PRIORITIES UPDATE PAGE 10
Picture 79OUR PEOPLE PAGE 25


6

     OVERVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

WHO WE ARE

ONE GLOBAL
BUSINESS

WITH MORE THAN 15,000 EMPLOYEES

OUR VALUES AND HOW WE ACT

Our values shape everything that we do as a business and form
the basis of our relationships with all our stakeholders.

Picture 33

Picture 5

Picture 4

Performance

Innovation

Trust

Performance means being responsive to the needs of our customers and their patients, setting ourselves clear goals and standards and achieving them.

Innovation means being energetic, creative and passionate about everything we do, anticipating customers’ needs and overcoming barriers and developing opportunities.

Trust is something we understand that we have to earn and we strive to operate with integrity and take an ethical approach to business.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AN INTEGRATED BUSINESS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

UNITED STATES (US)

 

 

 

OTHER ESTABLISHED MARKETS

 

 

 

EMERGING MARKETS

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The United States is the Group’s largest market representing 48% of our global revenue. Due to its commercial importance to the Group, its revenue is reported separately. The United States is also home to a number of our manufacturing facilities.

 

 

 

Other Established Markets comprise commercial operations in Europe, Australia, Japan, Canada, and New Zealand, We have manufacturing facilities in the UK, Germany and Switzerland.

 

 

 

Emerging Markets include our commercial businesses in China, Asia, India, Russia, Middle East, Africa and Latin America.

These generated 16% of Group revenue in 2017. We have manufacturing facilities in China, Costa Rica, India, Russia and Curacao.

 

 

 

 

2017 revenue

 

 

 

2017 revenue

 

 

 

2017 revenue

 

 

 

 

$2,306m

 

 

 

$1,678m

 

 

 

$781m

 

 

 

 

0%

+2%

 

 

 

0%

0%

 

 

 

+13%

+12%

 

 

 

 

Reported

Underlaying1

 

 

 

Reported

Underlaying1

 

 

 

Reported

Underlaying1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ORTHOPAEDIC RECONSTRUCTION AND TRAUMA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SPORTS MEDICINE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADVANCED WOUND MANAGEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GLOBAL FUNCTIONS2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1    These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

 

 

 

2    Commercial Excellence including Global Marketing, R&D, Manufacturing & Supply Chain, Central Support.

 


SMITH & NEPHEW ANNUAL REPORT 2017

OVERVIEW     

7

SELLING NINE PRODUCT FRANCHISES

Picture 34

Picture 35

Picture 36

KNEE IMPLANTS

SPORTS MEDICINE JOINT REPAIR

ADVANCED WOUND CARE

HIP IMPLANTS

ARTHROSCOPIC ENABLING TECHNOLOGIES

ADVANCED WOUND BIOACTIVES

TRAUMA & EXTREMITIES

OTHER SURGICAL BUSINESSES

ADVANCED WOUND DEVICES

SUPPORTING HEALTHCARE PROFESSIONALS IN MORE THAN 100 COUNTRIES

Picture 38

Revenue by products

Revenue by geography

A

KNEE IMPLANTS

$984m

Picture 193

A

UNITED STATES

$2,306m

Picture 196

B

HIP IMPLANTS

$599m

B

OTHER ESTABLISHED MARKETS

$1,678m

C

TRAUMA & EXTREMITIES

$495m

C

EMERGING MARKETS

$781m

D

SPORTS MEDICINE JOINT REPAIR

$627m

E

ARTHROSCOPIC ENABLING TECHNOLOGIES

$615m

F

OTHER SURGICAL BUSINESSES

$189m

G

ADVANCED WOUND CARE

$720m

H

ADVANCED WOUND BIOACTIVES

$342m

I

ADVANCED WOUND DEVICES

$194m

 

 

 

 

In general, with the aforementioned industry trends, safety standards and regulations in the medical device industry are becoming more stringent. Regulatory agencies are intensifying audits of manufacturing facilities and the approval time for new products has lengthened. Legislation covering corruption and bribery such as the UK Bribery Act and the US Foreign Corrupt Practices Act business also apply to all our global operations.

 

We are committed to assuring a high level of regulatory compliance and to doing business with integrity and welcome the trend to higher standards in the healthcare industry. We and other companies in the industry are subject to regular inspections and audits by regulatory agencies and notified bodies, and in some cases, remediation activities have and will continue to require significant financial and resource investment. See ‘Legal proceedings’ on page 146.


 

Dependence on government

and other funding

In most markets throughout the world, expenditure on medical devices is ultimately controlled to a large extent by governments. Funds may be made available or withdrawn from healthcare budgets as a result of government policy. We are therefore largely dependent on future governments providing increased funds commensurate with the increased demand arising from demographic trends.

Pricing of our products is largely influenced in most developed markets by governmental reimbursement authorities. Initiatives sponsored by government agencies, legislative bodies and the private sector to limit the growth of healthcare costs, including price regulation, excise taxes and competitive pricing, are ongoing in markets where we operate. This control may be exercised by determining prices for an individual product

or for an entire procedure. We are exposed to changes in reimbursement policy, tax policy and pricing which may have an adverse impact on revenue and operating profit. There may be an increased risk of adverse changes to government funding policies arising from the deterioration in macro-economic conditions in some of our markets.

Competitors

Competition exists among healthcare providers to gain patients on the basis of quality, service and price. Providers are under pressure to reduce the total cost of healthcare delivery. In order to achieve this there has been some consolidation in our customer base, as well as amongst our competitors, and these trends are expected to continue in the long term. We compete against both local and multinational corporations, including some with greater financial, marketing and other resources.

LOGO

Manufacturing facility in Suzhou, China.

LOGO

LOGO

Smith & Nephew Annual report 2014            19


STRATEGIC REPORT

Our marketplacecontinued

Smith & Nephew estimates that the global orthopaedic reconstruction segment is worth approximately $14 billion and increased by approximately 3% in 2014. Competitors in the orthopaedic reconstruction segment include Biomet, DePuy Synthes (a division of Johnson & Johnson), Stryker and Zimmer.

Smith & Nephew estimates that the global orthopaedic trauma segment is worth approximately $5 billion and grew by approximately 6% in 2014. Competitors in the orthopaedic trauma segment include Biomet, DePuy Synthes, Stryker and Zimmer.

Smith & Nephew estimates that the global sports medicine segment (representing access, resection and repair products) is worth approximately $5 billion and grew by approximately 8% in 2014. Competitors in the

sports medicine segment include Arthrex, Conmed, DePuy Mitek (a division of Johnson & Johnson) and Stryker.

Smith & Nephew estimates that the global wound management segment is worth approximately $7 billion and grew by 4% in 2014. Global competitors vary across our product areas and geographies and include Acelity, Coloplast, ConvaTec, 3M and Molnlycke.

Customers

In certain parts of the world, including the UK, much of Continental Europe, Canada and Japan, the healthcare providers are largely government organisations funded by tax revenues. In the US, our major customers are public and private hospitals,

which receive revenue from private health insurance and government reimbursement programmes. Medicare is the major source of reimbursement in the US for knee and hip reconstruction procedures and for wound treatment regimes. In the emerging markets, demand is driven by self-pay patients.

Seasonality

Orthopaedic and sports medicine procedures tend to be higher in the winter months when accidents and sports related injuries are highest. Conversely, elective procedures tend to slow down in the summer months due to holidays.

Due to the nature of our product range, there is little seasonal impact on the Advanced Wound Management business.

LOGO

20Smith & Nephew Annual report 2014


STRATEGIC REPORT

Our business

 

 

LOGO

 

8

     OUR BUSINESS & MARKETPLACE

SMITH & NEPHEW ANNUAL REPORT 2017

Delivering advanced medical technologies

 

Smith & Nephew’s business model, set out on page 12, supports our mission to deliver advanced medical technologies to help healthcare professionals, our customers, improve the quality of life for their patients.

OUR BUSINESS MODEL

Through it we create value. This value creation process is actioned through five streams of activity.HOW WE
CREATE VALUE

–  Research & Development

–  Ethics & Compliance

–  Manufacturing

–  Medical Education

–  Sales & Marketing

Our business model is underpinned by our Capital Allocation Framework. This enables us to invest for the future, both in organic growth and through acquisitions, whilst also generating value for shareholders today through a progressive dividend policy and commitment to return any excess capital.

Research and Development

We have a deep knowledge of the needs of surgeons, physicians and nurses, we understand the economic pressures healthcare payers work under, and we recognise that patients are demanding better treatment options to restore quality of life.

These factors inform our Research and Development (‘R&D’) strategy, which is at the heart of our business model.

In 2014, we launched many exciting products, including a cruciate retaining version of our JOURNEY II natural-motion knee, a first-of-its-kind DYONICS PLAN surgical planning tool for hip arthroscopy, and the HAT-TRICK Lesser Toe Repair System. We have a strong new product pipeline for 2015, with many innovations scheduled.

These new products, and many more currently in development, are a result of our focus on R&D. We invested $235 million in this area in 2014, in-line with our commitment, stated in 2011, to increase our investment level to around 5% of revenue.

We are highly disciplined in project selection. Our R&D experts in the UK, US, Europe, China and India have extensive customer and sector knowledge, which is augmented by ongoing interaction with our marketing teams.

Strict criteria are applied to ensure new products fulfil an unmet clinical need, have a strong commercial case, and are technologically feasible. Our R&D teams also work closely with manufacturing and supply chain management to ensure we can produce new products to clinical, cost and time specification. Our products undergo clinical and health economic assessment both during their development and post launch.

Open innovation

As part of our R&D strategy, Smith & Nephew supports and works with numerous small companies looking for help with developing and commercialising new technologies. We scout globally for new technologies and services to meet the needs of our customers.

We are a primary sponsor of the Massachusetts Medical Device Development Center (‘M2D2’) New Venture Competition, supporting entrepreneurial product development by early-stage medical device companies. We also work with MassChallenge, a global start-up competition and accelerator programme, to support emerging companies that fit with our strategic areas of interest.

THE RESOURCES WE NEED

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Smith & Nephew Annual report 2014            21


STRATEGIC REPORT

Our businesscontinued

OUR PEOPLE

Engaging, developing and retaining our more than 15,000 employees is important to us and we work hard to be a great place to work as well as a responsible corporate citizen.

RESEARCH & DEVELOPMENT

Innovation is part of our culture and we invest 5% of our revenue to develop new products that will help improve patients’ lives.

MANUFACTURING & QUALITY

We operate our global manufacturing efficiently, and at the highest possible standards, to ensure product quality at competitive pricing.

SALES & MARKETING

We support our customers in over 100 countries. Our commercial teams are highly specialised with an in-depth knowledge across the full range of product franchises.

ETHICS & COMPLIANCE

We are committed to doing business the right way and apply strict business principles to the way we deal with our customers and partners.

TRAINING & EDUCATION

Every year, thousands of healthcare professionals attend our training courses around the world. Education is fundamental to how we support our customers.

Picture 44    THE RESOURCES WE NEED PAGE 25

 

We continued in 2014 as the commercial partner in SWAN-iCare, an EU-funded initiative to bring multidisciplinary European research teams together to deliver a next generation integrated autonomous solution for monitoring and adapting personalised therapy of foot and leg ulcers.

Smith & Nephew also welcomes new product concepts from surgeons. Through our InVentures programme we collaborate to bring ideas to reality. InVentures evaluates surgeon concepts for technical and market viability and our development team works hand-in-hand with surgeons to deliver new products that advance healing. Commercialised products benefit from the global selling power of Smith & Nephew.

In addition, Smith & Nephew invests in early stage technologies relevant to our business. Recent examples include UK-based Michelson Diagnostics that is developing a point-of-care tissue-imaging system that for the first time allows users to see below the surface of the skin; and an incubator fund investing in orthopaedic technologies close to commercial launch.

We continue to scout for further opportunities where we can access new disruptive technologies in our areas of specialism. These investments are typically in technologies that are not yet ready for acquisition but that we believe hold great promise. As well as funding, we may bring R&D, management and manufacturing expertise, and gain privileged access to or rights to the technology. We aim to accelerate the journey to market and may ultimately acquire the business.

Intellectual property

We protect the results of our research and development through patents and other forms of intellectual property. The Group’s patent portfolio currently includes in excess of 5,000 patents and patent applications. Patent protection for our products is sought routinely in our principal markets.

We also have a policy of protecting our products by registering trademarks under the local laws of markets in which such products are sold. We vigorously protect our trademarks against infringement.

In addition to protecting our market position by filing and enforcing patents and trademarks, we may oppose third party patents and trademark filings where appropriate in those areas that might conflict with our business interests.

In the ordinary course of business, we enter into a number of licensing arrangements with respect to our products. None of these arrangements individually is considered material to our current operations and financial results.

Ethics and compliance

Code of conduct and

business principles

Smith & Nephew earns trust with patients, customers, healthcare professionals, authorities and the public by acting in an honest and fair manner in all aspects of its operations.

We expect the same from those with whom we do business, including distributors and independent agents that sell our products. Our Code of Conduct and Business Principles (‘Code’) governs the way we operate to achieve these objectives.

Smith & Nephew takes into account ethical, social, environmental, legal and financial considerations as part of its operating methods. We have a robust whistle-blowing system in all jurisdictions in which Smith & Nephew operates. We are committed to upholding our promise in our Code that we will not retaliate against anyone who makes a report in good faith.

New employees receive training on our Code, and we assign annual compliance training to employees. In 2014, we updated our Code training. The new module is more interactive, role-based and allows individuals to apply the Code in different scenarios. Individuals can earn ‘trust points’ and ‘achievement badges’ if they make the right choices in the scenarios. Individuals who show an understanding of the Code by selecting the right behaviour in a scenario can move through the module more quickly than individuals who choose the incorrect behaviour and are then subject to remediation.

Global compliance programme

Smith & Nephew has implemented what we believe is a world-class Global Compliance Programme that helps our businesses comply with laws and regulations. Our comprehensive compliance programme includes global policies and procedures; on-boarding and annual training for employees and managers; monitoring and auditing processes; and reporting channels.

Through a global intranet website, we provide resources and tools to guide employees to make decisions that comply with the law and our Code and earn trust. We conduct advance review and approval for significant interactions with healthcare professionals or government officials. We regularly assess existing and emerging risks in the countries in which we operate.

Managing Directors complete an annual certification to the CEO to confirm implementation of required programmes. Managers and employees make an annual compliance certification, and executive management, managers and employees have a compliance performance objective customised to their level in the organisation.

In 2014, we developed and piloted a face-to-face course for new managers, which supplements the on-line manager certification training. In 2015, all new managers will be required to complete both the on-line and the face-to-face course.

New distributors and other higher risk third parties are subject to screening and are contractually obligated to comply with applicable laws and our Code. Their management is required to take compliance training and certify that they will ensure their employees and agents comply with the law and our Code. They also receive a CD-ROM with tools to assist them with their own compliance programmes. We have expanded our oversight of independent agents and distributors with on-site assessments to check compliance controls and monitoring visits to review a sample of transactions from their books and records.

In 2014, Smith & Nephew filed its first report in compliance with the US Physician Payments Sunshine Act, which comprised over 22,000 transactions with nearly $18 million in payments and expenses to reportable individuals and entities.

In early 2015, Smith & Nephew submitted the final report to the US Department of Justice (‘DoJ’) and the US Securities and Exchange Commission (‘SEC’) required under the Company’s Foreign Corrupt Practices Act settlement agreement. We also filed our first report under the deferred prosecution agreement we inherited with the ArthroCare acquisition (see Note 17.3 of the Notes to the Group accounts).

22Smith & Nephew Annual report 2014


LOGO          

LOGO

High quality manufacturing

An employee at our manufacturing plant in

Tuttlingen, Germany, working on a polished

cementless hip stem.

Manufacturing

We operate manufacturing facilities in a number of countries across the globe, and a number of central distribution facilities in key geographical areas in which we operate. Products are shipped to individual country locations which hold small amounts of inventory locally for immediate supply to meet customer requirements. We have a defined manufacturing and facility footprint plan in-line with our commercial strategy which we review on a regular basis.

We continue to implement improved processes such as ‘Lean Manufacturing’ throughout our factories, the global supply chain and the supporting operations to improve and sustain the levels of safety, quality, delivery, productivity and efficiency. We have numerous Core Competences including: materials technology; precision machining, high volume and automated manufacturing for both our Advanced Surgical Devices and Advanced Wound Management products.

We procure raw materials, components, finished products and packaging materials from key suppliers. These purchases include metal forgings and stampings for orthopaedic products, optical and electronic subcomponents for sports medicine products, active ingredients and semi-finished goods for Advanced Wound Management as well as packaging materials across all product ranges.

Suppliers are selected, and standardised contracts negotiated, by a centralised procurement team wherever possible, with a view to ensure value for money based on the total spend across the Group.

We outsource certain parts of our manufacturing processes where necessary to obtain specialised expertise or gain lower cost without undue risk to our intellectual property. Suppliers of outsourced products and services are selected based on their ability to deliver products and services to our specification, and adhere to and maintain an appropriate quality system. Our specialist teams work with and monitor suppliers through on-site assessments and performance audits to ensure the required levels of quality, service and delivery.

Our largest manufacturing operation for Advanced Surgical Devices is based in Memphis (Tennessee, US), with additional production and assembly plants based in Mansfield (Massachusetts, US), Oklahoma City (Oklahoma, US), Austin (Texas, US), Aarau (Switzerland), Tuttlingen (Germany), Beijing (China), Calgary (Canada), Warwick (UK), Heredia (Costa Rica) and Sangameshwar (India).

The Memphis facilities produce key products and instrumentation in our Knee Implants, Hip Implant and Trauma franchises. These include the JOURNEY II and LEGIONà knees, the ANTHOLOGYà Primary Hip System and key Trauma products such as the PERI-LOCà Ankle Fusion Plating System and TRIGENà Intramedullary Nails. In addition to this, Memphis is the home to the design and manufacturing process of the VISIONAIRE patient matched instrumentation sets.

The Mansfield facility focuses on sports medicine related products for minimally invasive surgery including the FAST FIXà 360 Meniscal Repair System, FOOTPRINTà PK Suture Anchor, DYONICS Platinum Shaver Blades, ENDOBUTTONà CL Ultra and the HEALICOILà PK suture anchor.

The Aarau, Tuttlingen, Beijing and Warwick facilities produce a large number of products including key trauma products, the PLUSà knee and hip range and the BIRMINGHAMà Hip Resurfacing System. The facility in Oklahoma City deals mainly with the assembly of surgical digital equipment, such as HD560à Camera.

We operate three main holding warehouses, one in each of Memphis (Tennessee, US), Baar (Switzerland) and Singapore. These facilities consolidate and ship to local country and distributor facilities.

The Advanced Wound Management manufacturing is primarily managed from our factory and offices in Hull (UK). Wound Management products are also made at our facilities in Suzhou (China), Curaçao (Dutch Caribbean), Alberta (Canada) and Oklahoma City (Oklahoma, US).

The products made at the Hull site cover the therapies of Exudate management (Foam products – principally ALLEVYNà), Burns treatment (ACTICOATà) and Wound Closure (OPSITEà film products). Several products produced in Hull, such as JELONETà and BACTIGRASà, transitioned to Suzhou in 2014, as part of our global footprint optimisation programme.

LOGO

Smith & Nephew Annual report 2014            23


STRATEGIC REPORT

Our businesscontinued

LOGO

OPSITE Post-Op Visible

A waterproof, bacteria-proof dressing with

see-through absorbant pad. Unique design allows

continual monitoring of the incision site without the

need to disrupt the healing process.

 

 

LOGO

A key base material used in the production of a large number of dressings is the intermediate bulk rolls of film which are manufactured in the Gilberdyke (UK) facility. The facility in Alberta (Canada) provides specific expertise in the addition of silver coatings onto the ACTICOAT burns range prior to shipping to Hull for the final conversion process into finished dressings. The facility in Gilberdyke (UK) was sold in 2014, and will continue to supply sub components to other facilities until 2016. The processes at the Alberta facility are being transferred to the Hull site during 2015.FOCUS ON 

 PERFORMANCE 

 

The Suzhou facility opened in 2009 initially to manufacture some Foam products within Exudate management. It has since expanded to take on production of some Film Wound Closure products.

 

The majority of the NPWT components are bought in from third parties and assembled in the Advanced Surgical Devices Oklahoma City facility, with the exception of the dressings used for the PICO product which are manufactured in Hull.

Manufacturing for Advanced Wound Bioactives takes place in Curaçao, and at various third party facilities in the US. The products are distributed from a third party logistics facility in San Antonio (Texas, US). Advanced Wound Bioactives has facilities for the development and possible production of cell based therapies in Fort Worth (Texas, US).

Advanced Wound Management distribution hubs are located in Neunkirchen (Germany) and Derby (UK) for international distribution, Bedford (UK) for UK domestic distribution and Lawrenceville (Georgia, US) for US distribution.

Medical education

Smith & Nephew is dedicated to helping healthcare professionals improve the quality of care for patients. We are proud to support the professional development of surgeons and nurses by providing them with medical education and training on our Advanced Surgical Devices and Advanced Wound Management products.

Every year thousands of customers attend our state-of-the-art training centres in the US, UK and China and Smith & Nephew courses at multiple hospitals and facilities around the world.

In 2014, we provided training to more than 25,000 surgeons. Working under expert guidance, attendees refine techniques and learn new skills, whilst experiencing the safe and effective use of our products. We also support healthcare professionals through our on-line resources such as the Global Wound Academy, The Wound Institute and, for surgeons, our Education and Evidence website.

Sales and marketing

Our customers are the providers of medical and surgical treatments and services in over 100 countries worldwide.

The largest single customer worldwide is a purchasing group based in the UK that represented less than 5% of our worldwide revenue in 2014.

In our Established Markets, our Advanced Surgical Devices are principally shipped and invoiced directly to healthcare providers, hospitals and other healthcare facilities. Certain Advanced Wound Management products are shipped and invoiced to wholesale distributors and others are consigned to distributors that lease the devices to healthcare providers, hospitals and other healthcare facilities and end-users.

Our US sales forces consist of a mixture of independent contract workers and employees. Sales agents are contractually prohibited from selling products that compete with our products. In most other Established Markets country-specific commercial organisations manage employee sales forces directly.

In our Emerging & International Markets we operate through direct selling and marketing operations, and through distributors. In these markets, our Advanced Surgical Devices franchises frequently share sales resources. The Advanced Wound Management sales force may be separate where it calls on different customers.

 

24Smith & Nephew Annual report 2014

OUR VALUE PROPOSITION

Our mission is to support healthcare professionals by providing advanced medical devices that they use in their daily efforts to improve the lives of their patients.

PIONEERING APPROACH

We take a pioneering approach to the design of our products and services. Smith & Nephew has a long history of innovation, dating back to our foundations in the 19th century, and today we support customers to manage and prevent disease states, and enable swifter recovery for their patients.

Picture 42

ENSURING WIDER ACCESS

We strive to secure wider access to our advanced technologies for more customers globally. In emerging markets we have built an entrepreneurial business resourced to reach and support an ever greater number of customers in delivering affordable healthcare.

Picture 180

ENABLING BETTER OUTCOMES

We seek to enable better outcomes for patients and healthcare systems, providing high quality products and appropriate training to improve clinical outcomes, enabling healthcare professionals to treat more patients and improving the economic outcome for payers.

Picture 189


 

 

 

SMITH & NEPHEW ANNUAL REPORT 2017

OUR BUSINESS & MARKETPLACE     

9

Our people

 CREATING 

 PRODUCTS 

 FOR OUR 

 CUSTOMERS  

We have leadership positions in Orthopaedic Reconstruction and Trauma, Advanced Wound Management and Sports Medicine:

We service our customers through our dedicated and highly trained global sales force and selected third party sellers:

–  Knee Implants

– Surgeons

–  Hip Implants

– Nurses

– Trauma & Extremities

– Nurse specialists

– Sports Medicine Joint Repair

– Physicians, GPs

– Arthroscopic Enabling Technologies

– Healthcare systems

– Other Surgical Businesses

– Procurement groups

– Advanced Wound Care

– Payers, administrators

– Advanced Wound Bioactives

– Retail, consumers, patients

–  Advanced Wound Devices

Picture 48 OUR PRODUCTS PAGE 18

Picture 150

Picture 151

Picture 152

Picture 153

THE OUTPUT OF WHAT WE DO

FINANCIAL PERFORMANCE

Targeting higher revenue growth and a better trading profit margin.

$4,765m

Revenue

$934m

$1,048m

Operating Profit

Trading Profit1

CAPITAL ALLOCATION FRAMEWORK

Prioritising the use of cash and ensuring an appropriate capital structure.

$269m

Dividend

IMPROVED QUALITY OF PATIENTS’ LIVES

Providing our advanced medical devices in more than 100 countries.

100+

countries

TRAINING AND EDUCATION

Supporting HCPs and ensuring the safe and effective use of our products.

45,000+

surgeon training instances

GREAT PLACE TO WORK

Supporting and encouraging employees to live our values.

15,000+

employees

A SUSTAINABLE BUSINESS

Working in a sustainable, ethical and responsible manner everywhere we operate.

160+

years of proud history

1   These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.


 

Smith & Nephew is committed to attracting, engaging, developing and retaining employees. In 2014, we had more than 14,000 employees dedicated to our core values of Innovation, Trust and Performance. These values represent the foundation of our culture, and underpin our commitment to be an employer of choice as well as a responsible corporate citizen.

10

     OUR BUSINESS & MARKETPLACE

SMITH & NEPHEW ANNUAL REPORT 2017

 

Investing in our people and communities helps ensure the long-term sustainability of our business. Smith & Nephew strives to create a more engaged and productive workforce and focuses on measures to drive employee engagement. These include an understanding of the Group’s mission and direction, sense of employee involvement, focus and adaptability to customers and market place. We continue to listen to our employees, via regular surveys and focus groups, and we value their opinions. In 2014, we conducted a Global Employee survey to measure progress against our actions and were named Great Place to Work in Spain.

STRATEGIC PRIORITIES

Attracting the best talent and developing and engaging our employees are critical to achieving and sustaining our business objectives and overall performance. Employee advancement is merit-based, based on performance as well as demonstration of core competencies which include our core values with an emphasis on ethics and integrity. We prioritise the development and promotion of our existing employees whenever possible.

Each year, Smith & Nephew conducts a comprehensive global development and capability review process to identify high-potential employees and ensure they have robust career development plans. Talented employees are provided with opportunities to develop their skills and career through new assignments and on the job experiences. Current programmes include our Chief Executive Officer (CEO) Forum – where small groups of high potential and emerging talent are given the opportunity to learn more about the business from the Company’s most senior leaders and to benefit from peer mentorship – and the annual Managing Director’s Meeting where country and regional commercial leaders begin the year in alignment with the Group’s strategy and goals. In addition, the Board reviews succession plans for key executive roles and succession plans are in place for critical positions across our business.

Our performance management process ensures all employees set objectives which align to our overall business goals and have clear line-of-sight to how their individual contributions benefit the Company. Our performance management system assesses and rewards both performance and behaviour, in line with our Code of Conduct. All employees have a specific annual objective to adhere to the Code of Conduct and to complete training and certify their adherence to this Code.

Smith & Nephew strives to create a highly engaged and productive workforce. We foster this goal with targeted initiatives to ensure understanding of the Company’s mission and direction, encourage employee involvement, and ensure focus and adaptability to our customers and market place. We seek employee feedback via regular surveys and focus groups, and we act on this feedback in the spirit of continuous improvement.

Diversity at Smith & Nephew

Smith & Nephew believes that diversity fuels innovation. We are committed to employment practices based on equality of opportunity, regardless of colour, creed, race, national origin, sex, age, marital status, sexual orientation or mental or physical disability unrelated to the ability of the person to perform the essential functions of the job.

MAXIMISING OUR
PERFORMANCE

Smith & Nephew has a Human Resource Global Standardclear vision to build a successful, sustainable business. This vision is encapsulated in our corporate value proposition – supporting healthcare professionals by taking a pioneering approach to the design of our advanced medical products and services, by securing wider access to our diverse technologies for diversitymore customers globally, and inclusionby enabling better outcomes for patients and healthcare systems.

We are focused on transforming the growth profile of the business while delivering this proposition. We are working to rebalance the Group towards higher growth opportunities. Over the last five years, Smith & Nephew has materially improved the mix of higher growth potential to lower growth businesses, shifting from one-third higher growth to over 50% today.

Our strategic priorities, introduced in 2011, guide our actions in delivering these twin aspirations of supporting healthcare professionals and transforming our growth profile.

OUR STRATEGIC PRIORITIES

Picture 59    BUILD A STRONG POSITION IN ESTABLISHED MARKETS

Build on existing strong positions, win market share through greater product and commercial innovation and drive efficiencies to liberate resources.

Picture 66 SEE OPPOSITE

Picture 58    FOCUS ON EMERGING MARKETS

Deliver leadership in the workplaceEmerging Markets by building strong, direct customer relationships, widening access to our premium products and is committed to creating an inclusive environment that embraces and promotes diversity.developing portfolios designed for the economic mid-tier population.

Picture 67 PAGE 12

 

Picture 63    INNOVATE FOR VALUE

Deliver pioneering products and business models that improve clinical and health economic outcomes and widen access across geographies and patient groups.

Picture 68 PAGE 13

Picture 64    SIMPLIFY AND IMPROVE OUR OPERATING MODEL

Pursue maximum efficiency in everything we do, streamline our operations and manufacturing, remove duplication and build strong global functions to support our commercial teams.

Picture 69 PAGE 14

Picture 65    SUPPLEMENT ORGANIC GROWTH WITH ACQUISITIONS

Build our platform by acquiring complementary products or businesses in our higher growth segments and manufacturing and distribution capabilities in the Emerging Markets.

Picture 70 PAGE 15


SMITH & NEPHEW ANNUAL REPORT 2017

OUR BUSINESS & MARKETPLACE     

11

Picture 52

BUILD A STRONG POSITION
IN ESTABLISHED MARKETS

Established Markets for Smith & Nephew are the US, Europe, Australia, Japan, Canada and New Zealand. Smith & Nephew delivered 84% of its revenue from these countries in 2017.

In the United States, our single largest country representing 48% of global revenue, reported revenue growth was flat and underlying growth was 2%. The BoardOther Established Markets growth rate was flat on both an underlying and Executive officersreported basis.

In 2017 we focused on improving our commercial execution. With a simpler and more agile commercial structure in each country, supported by global functions, we sought to drive improved performance and greater efficiency. This was supported by sales force excellence initiatives including a sharper focus on both health economic and clinical evidence to support our products.

In Reconstruction, the Knee Implants franchise performed well, with the JOURNEY™ II Total Knee System driving good growth, as did the LEGION™ Revision Knee System. In Hip Implants, the new REDAPT™ Revision and POLARSTEM™ Cementless Stem systems were well received. In Trauma & Extremities, new clinical evidence supported increased uptake of our TRIGEN™ INTERTAN™ hip fracture system.

Sports Medicine Joint Repair performance was driven by good demand for our shoulder repair portfolio, and we added an exciting new technology when we acquired Rotation Medical (see page 15 for more). Arthroscopic Enabling Technologies was impacted by continued softness in mechanical resection. The roll-out of our LENS™ visualisation and WEREWOLF™ COBLATION™ systems are underway and we expect an increasing contribution from these in 2018.

In the US, and other countries, we are seeing a shift towards day-case surgery for total joints starting to take place in Ambulatory Surgery Centre (ASCs), something Smith & Nephew is uniquely positioned to benefit from. Through Sports Medicine we are already a partner to many ASCs. We believe we can leverage this customer knowledge and relationships to improve the performance of our knee implants franchise. Our portfolio is well-suited for ASCs where early mobility and efficiency are key, as is our robotic NAVIOTM Surgical System due to its small footprint, portability and cost.

The Advanced Wound Care franchise delivered strong growth in the US, but was held back by softer market conditions in Europe. In Advanced Wound Bioactives, SANTYL™ benefited from a new analysis demonstrating its effectiveness in advancing pressure ulcers through the healing process2, improving performance in the second half of the year. Advanced Wound Devices performed strongly across the year, led by the continued success of our single use negative pressure wound therapy (sNPWT) device PICO™.

$3,984m

Revenue from Established Markets

Picture 45

84%

of Group revenue

0%

+1%

Reported

Underlying1

WHY THIS KPI IS IMPORTANT

We use this KPI to track the relative strength of our position in these markets.

HOW WE PERFORMED

Growth in the US, our largest market, was offset somewhat by softer conditions in some other markets.

1 These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 38 and 178–181.

2 Advances in Wound Care. Gilligan, A.M., et al. Comparative effectiveness of Clostridial Collagenase Ointment to medicinal honey for treatment of pressure ulcers. Volume 6, Number 4 (April 2017).

Picture 186

SUPPORTING CUSTOMERS
AT THE ECC

“It’s very humbling to know we are helping improve patients’ outcomes.”

Natalia Zielinska Bioskills Laboratory Manager

Smith & Nephew is proud to support surgeons and nurses by enabling them to learn from experts in their field of speciality. We do this at our state-of-the art training and innovation centres. In early 2017 we opened the Expert Connect Centre (‘ECC’) in Croxley Park, Watford, on the outskirts of London, UK. This is already establishing itself as a flagship destination for healthcare professionals from the UK, Europe and the Emerging Markets.


12

     OUR BUSINESS & MARKETPLACE

SMITH & NEPHEW ANNUAL REPORT 2017

Picture 53

FOCUS ON EMERGING MARKETS

Our Emerging Markets represent those outside the Established Markets, including Brazil, Russia, India and China. The Emerging Markets accounted for 16% of Smith & Nephew’s revenue in 2017.

In 2017 we returned our Emerging Markets business to sustainable double-digit revenue growth, up 13% on a reported basis and 12% on an underlying basis. This was a significant improvement over the flat underlying performance of 2016.

In China, our largest Emerging Markets country, we delivered double-digit revenue growth as we improved our commercial execution. In the oil-dependent Gulf States we returned to growth by focusing on securing more private healthcare business to compensate for the reduction in government tenders. The majority of our other Emerging Markets continued to do well across 2017.

We have been early investors in many of the Emerging Markets. There continue to recognisebe quarterly fluctuations in the importancegrowth rates, and differences in performance between countries, so we look at the longer term trends when making decisions, and those are very favourable.

We also see the next wave of diversitysustained growth coming from the ‘mid-tier’, essentially growth from widening access to a greater proportion of the population in these countries. We are addressing this by steadily building a dedicated product portfolio and specific distribution model.

We are well positioned to continue to drive strong growth from the Emerging Markets over the medium term. The much improved performance in 2017 is in line with where we see the medium term prospects for this increasingly important segment of Smith & Nephew’s business.

$781m

Revenue from Emerging Markets

Picture 201

16%

of Group revenue

+13%

+12%

Reported

Underlying1

WHY THIS KPI IS IMPORTANT

We use this KPI to track the growth of Emerging Markets relative to global growth.

HOW WE PERFORMED

Performance in the Emerging Markets improved strongly over the previous year.

1 These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 38 and 178 – 181.

Picture 181

RETURNING CHINA TO GROWTH

“We have seen a return to double-digit growth in the attractive Chinese market.”

Olivier Bohuon Chief Executive Officer

China is our largest Emerging Market country. Here we faced challenges in 2016 as the market growth slowed down. In 2017 we improved our commercial execution and management of, and involvement in, the channel inventory. Looking to the medium term, we believe that our growth prospects in China remain very attractive.


SMITH & NEPHEW ANNUAL REPORT 2017

OUR BUSINESS & MARKETPLACE     

13

Picture 61

INNOVATE FOR VALUE

In 2017 we began to benefit from a suite of exciting new products, solutions and business models as we deliver on our strategic priority to innovate for value.

In robotics, NAVIO is a unique and compelling system. In 2017 we successfully extended its indications and introduced it to new countries such as India. We launched the total knee arthroplasty (TKA) application for our JOURNEY II, LEGION and GENESIS™ II Total Knee Systems. Surgeons completed the world’s first robotics-assisted bi-cruciate retaining total knee replacement procedures. This new approach used NAVIO to implant the new JOURNEY II XR (bi-cruciate retaining total knee system) currently in limited market release. This is the first and only bi-cruciate retaining robotics application commercially available.

In the Emerging Markets we continue to build our mid-tier portfolio. Our ANTHEM™ Total Knee System, which, alongside the ORTHOMATCH™ Universal Instrumentation Platform, has been designed to provide wider market access to affordable knee treatments, performed well following its 2016 launch. During the year we launched into more markets, including Russia and Saudi Arabia, and introduced a new Cruciate Retaining (CR) variant, extending the options available to surgeons.

In Sports Medicine our new LENS™ Surgical Imaging System and WEREWOLF™ COBLATION™ System for resecting soft tissue are being rolled out to customers. In Reconstruction we expanded our REDAPT™ Hip and LEGION™ Knee revision systems. In Advanced Wound Management our pioneering disposable single-use negative pressure wound therapy (sNPWT) device PICO™ continued to perform strongly and we extended our ALLEVYN LIFE foam dressing range with a new non-border version.

We also focus on providing customers with the evidence that demonstrates the effectiveness of our innovative products. In 2017, PICO benefited from new clinical evidence showing its effectiveness at reducing surgical site infections1 and the TRIGEN™ INTERTAN™ hip fracture system also performed strongly supported by new clinical evidence2.

We continue to develop new business models to address changing or unmet customer needs. During 2017 we ran the first study of our innovative Episode of Care Assurance Program (eCAP) that combines our hip and knee implants with PICO and ACTICOAT™ Flex 7 Antimicrobial Barrier Dressings. The first results showed eCAP delivering a 97% decrease in hospital readmission rates following total joint replacement surgery (based on 1,380 joint arthroplasties with only two readmissions, a readmission rate of only 0.145% as compared to published rates of 5.3% or more).

$223m

R&D expenditure

Picture 23

5%

of Group revenue

WHY THIS KPI IS IMPORTANT

Through this KPI we monitor our investment in R&D.

HOW WE PERFORMED

The strong new product portfolio reflects increased investment in R&D and technology acquisitions.

1  O’Leary, D.P. et al, Prophylactic negative pressure dressing use in closed laparotomy wounds following abdominal operations. A randomised, controlled, open-label trial: The PICO Trial. Annals of Surgery, published online 06 December 2016.

2   Smith & Nephew INTERTAN claims brochure “The evidence is in ...”

WORLD-CLASS R&D IN HULL

“Britain is a global leader in medical technology innovation. Partnerships such as this between Smith & Nephew and University of Hull further strengthen our position at the forefront of global medical research and development.”

Emma Hardy MP for Hull West & Hessle

In 2017 we announced a long-term partnership with the University of Hull to create one of the world’s largest Wound Care Research Clusters with the aim of developing scientific insights and innovative treatments.

This includes the creation of eight PhD studentships and a programme of collaboration between Smith & Nephew’s new Hull Research & Development centre and the University’s new Health Campus.

Picture 211


14

     OUR BUSINESS & MARKETPLACE

SMITH & NEPHEW ANNUAL REPORT 2017

Picture 57

SIMPLIFY AND IMPROVE
OUR OPERATING MODEL

Since 2011 Smith & Nephew has undertaken two successful efficiency programmes that have delivered significant savings and created an integrated Group structure.

As announced with our Third Quarter 2017 Results, we believe that we now have the Group structure to allow us to strengthen our competitive position by driving further opportunities to accelerate performance through better execution, while at the same time realising savings through greater efficiency.

In 2017 we completed our assessment of these opportunities and started to implement a programme called APEX – Accelerating Performance and Execution in early 2018.

APEX is expected to deliver an annualised benefit of $160 million by 2022, with around three-quarters of this expected by 2020, for a cash cost of up to $240 million, of which a charge of around $100 million is expected in 2018.

APEX has three workstreams:

1. MANUFACTURING, WAREHOUSING AND DISTRIBUTION

We have already made significant improvements over the last two years, have expanded their own diversity profile: three of our ten Board members are female.

On 31 December 2014, Smith & Nephew had the following breakdown of employees:

We aimand see further opportunities to provide an open, challenging, productive and participative environment based on constructive relationships.

We maintain open and transparent communication with employees through regular and timely information and consultation. We clearly communicate our business goals and performance standards, and provide the training, information and authority needed to achieve them. We provide fair recognition and reward based on performance. Our annual CEO Award, open to all employees worldwide, recognises employees who deliver exceptional resultssimplify in line with best practices to reduce overall cost, while improving quality and delivery through:

–  A best practice facility footprint with larger manufacturing hubs supported by speciality facilities where appropriate.

–  A product portfolio that meets the needs of our core values, encouraging innovationcustomers and a spiritcomplies with regulations, while minimising cost, complexity and inventory.

–  A supply chain that is streamlined and efficient so that we are positioned to achieve the highest levels of continuous improvementdelivery at all levels. We are committed to working with employees to develop each individual’s talents, skills and abilities. We provide encouragement to learn and continuously improve. We recruit, employ and promote employees on the sole basis of the qualifications and abilities needed for the work to be performed. We do not tolerate discrimination on any grounds and provide equal opportunity based on merit.benchmark cost.

2. GENERAL AND ADMINISTRATIVE (G&A) EXPENSES

We have improved our G&A expense ratio over the last five years, but with our global function structure we are committednow able to building diversityidentify additional areas of opportunity to reduce costs and improve service through:

–  Best-in-class Global Business Services that includes a full-spectrum of support services delivered quickly and efficiently, enabling full focus on our customers and business objectives.

–  Service hubs in locations that align to our regional needs and deliver the best value for money.

–  System infrastructure that drives maximum efficiency, including rationalisation of legacy IT systems and adopting a working‘cloud-first’ strategy.

3. COMMERCIAL EFFECTIVENESS

Whilst the commercial opportunities and competitive environment where there is mutual trustcontinue to evolve with changing customer expectations, new go-to-market approaches and respectprice pressure, we expect to improve overall productivity and where everyone feels responsible for the performanceaccelerate top line growth through:

–  Increased sales and reputationmarketing effectiveness.

–  Selective refinement of our Company. We are committedstructures and territories to providing healthymeet customer and safe working conditions for all employees. We achieve this by ensuring that healthmarket demands.

–  Being more responsive to customers’ use of tenders and safety and the working environment are managed as an integral part of the business, and we recognise employee involvement as a key part of that process.changing service level demands.

We do not use any form of forced, compulsory or child labour. We support the Universal Declaration of Human Rights of the United Nations. This means we respect the human rights, dignity and privacy of the individual and the right of employees–  More accurate demand forecasting to freedom of association, freedom of expression and the right to be heard.

   Number of Employees 1

   Board of

   Directors

   Male

7  

   Female

3  

   Total

10

   Senior Managers and above2

   Male

562  

   Female

168  

   Total

730

   Total employees

   Male

8,485  

   Female

5,757  

   Total

14,242  

1   Number of employees as at 31 December 2014 including part time employees and employees on leave of absence.

2   Senior Managers and above includes all employees classed as Directors, senior Directors, Vice Presidents and Executive officers and includes all statutory Directors of our subsidiary companies.

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Smith & Nephew Annual report 2014            25


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improve inventory management.

 

Overview

In Advanced Surgical Devices (‘ASD’) we develop, manufacture and sell products in the areas of Orthopaedic Reconstruction, Trauma & Extremities, Sports Medicine Joint Repair, Arthroscopic Enabling Technologies, and others such as Gynaecology and Ear, Nose and Throat.

Orthopaedic Reconstruction

Smith & Nephew offers a range of specialist products for orthopaedic reconstruction in its Knee Implants and Hip Implants franchises.

Implant bearing surfaces such as the proprietary OXINIUMà Oxidized Zirconium continue to be a point of differentiation for Smith & Nephew. OXINIUM Technology combines the enhanced wear resistance of a ceramic bearing with the superior toughness of a metallic bearing. When combined with highly cross-linked polyethylene (‘XLPE’) it results in our proprietary VERILAST Technology. In Hip Implants, the combination of a ceramicised metal head and a highly cross-linked polyethylene lined cup have been shown in various national joint replacement registries to have displayed best in class survivorship rates when compared to implants made from any other materials. In Knee Implants, the LEGION Primary Knee with VERILAST Technology is the only knee implant that has been laboratory-tested to 30-years of simulated wear. While lab testing is not the same as clinical performance, the tests showed significant reduction in wear compared to conventional technologies.

Knee Implants

Smith & Nephew offers a range of products for specialised knee procedures. In 2014, Smith & Nephew launched the JOURNEY II Cruciate Retaining (‘CR’) knee implant extending the JOURNEY II Active Knee System to procedures that preserve the posterior cruciate ligament (‘PCL’) which account for approximately half of all knee replacement procedures.

The LEGION/GENESISà II Total Knee System is a comprehensive system designed to allow surgeons to address a wide range of knee procedures from primary to revision.

These systems also feature VERILAST Technology, our advanced bearing surface and also utilise VISIONAIRE Patient-Matched Instrumentation.

With VISIONAIRE Instrumentation, a patient’s MRI and X-rays are used to create customised cutting blocks that allow the surgeon to achieve optimal mechanical axis alignment of the new implant. In addition, VISIONAIRE also helps save time by reducing the number of procedural steps and instruments used in the operating room.

In 2014, Smith & Nephew entered into a commercial agreement with Blue Belt Technologies (‘BBT’), makers of the Navio® Orthopaedic Surgical System, the next generation of orthopaedic robotic surgical navigation. Under this agreement, surgeons using the Navio system will be able to implant Smith & Nephew’s JOURNEY UNI partial knee.

We also announced an agreement with OrthoSensor, the leader in intelligent orthopaedics, that will enable surgeons to benefit from OrthoSensor’s VERASENSETM Sensor Assisted Surgery Technology for soft tissue balancing when implanting our JOURNEY II and LEGION Total Knee Systems. VERASENSE utilises advanced sensor technologies to enable evidence-based surgical decisions regarding component position, limb alignment and soft tissue balance to optimise outcomes in total knee replacement.

Hip Implants

For Hip Implants, core systems include the ANTHOLOGY Hip System, SYNERGYà Hip System, the SMFà Short Modular Femoral Hip System, the R3à Acetabular System, the POLARCUPà Dual Mobility Hip System and the SL-PLUSà Hip Family System.

In 2014, we introduced the POLARSTEMà HA Cementless Stem System in the US for state-of-the-art minimally invasive surgical techniques that preserve bone and soft tissue, with good functionality and reproducible results.

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Smith & Nephew Annual report 2014            27


STRATEGIC REPORT

Segment performance:Advanced Surgical Devicescontinued

 

 

19.6%

Operating Profit Margin

Picture 213

22.0%

Trading Profit Margin1

Picture 215

For US patients, our successful VERILAST knee consumer campaign was expanded to include hips in 2014. Thanks to the combination of a well-established brand, a compelling call-to-action and our position as the first company to advertise differentiating technology to this audience, we were able to mirror the successes of our earlier knee campaigns by driving potential patients to our consumer-facing RediscoverYourGo website and its surgeon locator.

 

Trauma & Extremities

Our Trauma & Extremities franchises offer both internal and external fixation and tissue repair devices, as well as other products used in the stabilisation of severe fractures and deformity correction procedures.

For extremities and limb restoration, the franchise offers the TAYLOR SPATIAL FRAMEà Circular Fixation System as well as a range of plates, screws, arthroscopes, instrumentation, resection, and suture anchor products for orthopaedic surgeons including foot and ankle, hand and wrist, and trauma surgeons. For Trauma, the principal internal fixation products are the TRIGENà family of IM nails (TRIGEN META-NAIL System, TRIGEN Humeral Nail System, TRIGEN SURESHOTà, and TRIGEN INTERTANà) and the PERI-LOCà Plating System.

2014 saw the introduction of the D-RADà SMART PACK System for treating distal radius fractures. The new system – which includes complete, sterile, single-use instrument kits with implants, and a tray of sterile packaged fasteners and templates – allows hospital operating room staff to reduce the typical time and expense involved with reprocessing traditional plate and screw systems.

In wrist repair, we introduced a new solution for triangular fibrocartilage (‘TFCC’), a complex repair that leverages our FAST-FIXà 360 technology and provides an all arthroscopic repair which eliminates knot stack.

Smith & Nephew also announced its entry into the forefoot market in 2014, with the launch of the HAT-TRICK Lesser Toe Repair System. Comprised of three separate repair options, the HAT-TRICK System includes products for metatarsophalangeal (‘MTP’) ligament repair and reconstruction, a metatarsal osteotomy guide, and a revisable, all-PEEK implant for Proximal Inter-Phalanges (‘PIP’) fusion, also known as hammer-toe correction.

In hip repair, we introduced INTERTANà Gold instrumentation that is designed to streamline the surgical steps and improve clinical outcomes by offering a more efficiently designed set. In addition, the INTERTAN 10S was launched to meet the unique needs of smaller-stature patients by offering a more appropriate size for this population.

We launched the EVOSà MINI Plating System for use in complex fractures of the long bones of the arms and legs. Designed specifically for traumatologists, this long-bone-specific system includes the variety of mini, flat plates and screw sizes necessary to address both fracture reduction and short-term fixation while the final, load-bearing repair is being completed.

Sports Medicine Joint Repair

The Sports Medicine Joint Repair franchise offers surgeons a broad array of instruments, technologies and implants necessary to perform minimally invasive surgery of the joints, including knee, hip and shoulder repair.

Our global position within the Sports Medicine Joint Repair market was strengthened significantly in 2014, with the May acquisition of ArthroCare Corporation. The transaction adds technology and highly complementary products to our existing portfolio, including new shoulder anchor innovation.

In 2014, Smith & Nephew launched its SUTUREFIXà Ultra soft suture anchor for hip and shoulder labral repair to surgeons in the US. The new anchor’s small, soft construct, and superior pull-out strength, allow surgeons to more precisely place fixation points around the joint to more accurately re-approximate the patient’s native anatomy.

2014 also saw the launch of the N8TIVEà ACL (anterior cruciate ligament) System which helps surgeons create highly anatomic ACL Reconstructions. N8TIVE allows surgeons to restore the size, shape, and location of the native femoral and tibial ACL insertion points.

Arthroscopic Enabling

Technologies (‘AET’)

Our Arthroscopic Enabling technologies franchise now includes the latest generation COBLATIONà radio frequency (‘RF’) technology acquired from ArthroCare, as well as electromechanical and mechanical blades and hand instruments for the removal of damaged tissue. Additionally, the franchise offers fluid management equipment for surgical access and high definition cameras, digital image capture, scopes, light sources and monitors to assist with visualisation inside the joint.

Key AET products include DYONICS shaver blades, ACUFEXà handheld instruments, and a wide range of RF probes. The ArthroCare acquisition brought us the latest generation of RF technology – the internationally patented COBLATION technology – which offers ablation, resection, and coagulation of soft tissue and hemostasis of blood vessels. The DYONICS Platinum Series Shaver Blades are single-use blades that provide superior resection due to their sharpness and virtually eliminate clogging through their improved debris evacuation capabilities. The DYONICS PLAN Hip Impingement Planning System was launched in 2014. This interactive, 3D software system uses data from low-dose1 CT scans to help surgeons visualise, assess and plan each patient’s unique Femoroacetabular Impingement (‘FAI’) surgery before they enter the operating room.

Other ASD

The Other ASD franchise includes smaller businesses such as Gynaecology and our newly acquired Ear, Nose and Throat (‘ENT’) business.

The main Gynaecology product is the TRUCLEARà System, a first-of-its-kind hysteroscopic tissue removal system, providing safe and efficient removal of endometrial polyps and submucosal fibroids. The business also sells a hysteroscopic fluid management system, which provides uterine distension and clear visualisation during hysteroscopic procedures.

Our ENT business develops, manufactures, and markets products for the ENT market space. We offer a wide variety of products in this area including our COBLATION technology and our RAPIDRHINOà carboxymethylcellulose (‘CMC’) technology which is featured in dissolvable nasal and sinus dressings, removable nasal and sinus dressings, and epistaxis treatment products.

1Low-dose scan protocol reduces radiation by approximately 50% compared to standard CT protocol.
CT Protocol Report, HIPS. Document number 15001984, 2013. Data on file at Smith & Nephew.

28Smith & Nephew Annual report 2014


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VERILAST Technology for Hip

Replacement

The proprietary technology combines

innovation with long-term performance.

Regulatory approvals

 

In 2014, regulatory clearances/approvals were obtained for several key products and instrumentations.

In the US, 510(k) clearances were given to the D-RADà SMART PACK, VLPà MINI-MOD Plates and Screws, EVOS Mini-Fragment Plating System, JOURNEY II BCS Constrained Articular Inserts, BIOSURE HEALICOILà PK screw, Cannulated Captured Screw, N8TIVE ACL Anatomic Reconstruction System and NasaStentà CMC Nasal Dressing. Additional 510(k) clearances were also granted for our VISIONAIRE software revisions as well as the Q-Fixà Suture Anchor, the Multi-Fixà S Knotless Fixations System and the Topazà EZ Microdebrider COBLATION Wand.

In Canada, approvals were granted for our LEGION Narrow OXINIUM and CoCr Femoral Components, HEALICOIL REGENESORBà Suture Anchor, the SUTUREFIXà ULTRA Suture Anchor, TFCC FAST-FIX Kit, TRUEPASSà Suture Passer, DYONICS PLAN, ULTRATAPEà, N8TIVE ACL Reconstruction System, BIOSURE HEALICOIL PK screw, KVacà and Ambient KVac COBLATION Wands, Q-Fix Suture Anchor System and MediENTà Turbinate Implant.

In Australia, LEGION Narrow OXINIUM, HEALICOIL REGENESORB, LEGION Hinge Knee System, KVac COBLATION Wand, N8TIVE ACL Reconstruction System, SpeedLockà Hip Knotless Fixation System, Multi-Fix S Knotless Fixation Device, Q-Fix Suture Anchor System, Venteraà Sinus Dilation System and Serpentà Articulating ENT Instrument were approved.

In Latin America, the Quantumà 2 COBLATION System and the Magnumà 2 Knotless Fixation Device were approved in Argentina; the Speedfixà Suture System and the Titanà Suture Anchor were approved in Brazil; and the RAPIDRHINO System was approved in Mexico.

In Europe, the following products obtained regulatory clearance: HEALICOIL REGENSORB Suture Anchor, VLP MINI-MOD Plates and Screws, the EVOS Mini-Fragments Plates and Screws, the LEGION Hinge Knee System and the JOURNEY II CR Knee System.

In Japan, the ANTHOLOGY HA Coated Hip stem, SMFà Hip Stem, Osteoraptorà OS Suture Anchor, HEALICOIL REGENESORB Suture Anchor, SUTUREFIX ULTRA Suture Anchor, TFCCà FAST-FIX Kit, OSTEORAPTORà HA curved, TRUEPASS Suture Passer, DYONICS PLAN, and ULTRATAPE were all approved.

Other approvals include the Speedlock Hip Knotless Fixation System in Singapore and the ENT Irrigation Pumpà in Korea.

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Smith & Nephew Annual report 2014            29


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Overview

In Advanced Wound Management (‘AWM’) we offer products from initial wound bed preparation through to full wound closure. These products are targeted at chronic wounds associated with the elderly population, such as pressure sores and venous leg ulcers. There are also products for the treatment of acute wounds such as burns and invasive surgery that impact the wider population.

The main products within the AWM business are for management of wound exudate, treatment and prevention of wound infections, negative pressure wound therapy (‘NPWT’) and bioactive therapies. The portfolio is grouped into disposable wound care products (Advanced Wound Care), electrical equipment for wound therapy (Advanced Wound Devices) and bioactives (Advanced Wound Bioactives).

Advanced Wound Care

Exudate management

Exudate management products focus on effectively and efficiently managing wound fluid and creating an optimal healing environment to promote improved healing outcomes. Our key brands in this space are ALLEVYN foam dressings and DURAFIBERà gelling fibre dressings.

In 2014, we continued to invest in the development and commercialisation of our flagship ALLEVYN brand, with significant sales and marketing efforts in key countries. The ALLEVYN brand is evolving towards ALLEVYN Life, our latest innovation in foam dressings, which was designed to provide a better patient experience, and greater wear time. This leads to improved patient outcomes and economic savings for payers, which has now been demonstrated in several studies.

We have also experienced a significant increase in the utilisation of ALLEVYN Life as a prophylactic measure to help prevent pressure ulcers, driven by the dressing’s unique multi-layer design which gives it superior pressure redistribution properties.

Throughout 2014, we have continued to invest in customer insights and the generation of meaningful clinical and health economic evidence to ensure that our ALLEVYN portfolio is in a sustainable, category leading position and delivers to our customers’ expectations.

Infection management

AWM has two significant technologies in its infection management portfolio, silver (ACTICOAT, DURAFIBER Ag and ALLEVYN Ag) and iodine (IODOSORBà). The iodine-based IODOSORB product has continued to gain interest due to the unique properties of the cadexomer iodine molecule and their impact on biofilms, which have become a well-recognised barrier to healing in wound care. IODOSORB benefits from one of the most comprehensive evidence bases in wound care.

WHY THIS KPI IS IMPORTANT

We are also experiencing strong interestuse this KPI to track our underlying profit growth and trading profitability.

HOW WE PERFORMED

Trading profit margin was up 20bps, in ACTICOAT, particularly in post-surgical wounds to prevent the complications associatedline with surgical site infection and in delayed healing chronic wounds.guidance.

Other

AWM offers a wide range of other wound care products, resulting in Smith & Nephew having one of the most comprehensive ranges of wound care solutions in the industry.1 These products include our film and post-operative dressings, skincare products and gels.

IV3000à: AWM’s specialist breathable premium IV dressing, utilising REALTICà film technology and unique patterned adhesive, continues to perform well, particularly driven by emerging markets. In 2014, the IV3000 range benefited from several product upgrades reinforcing its differentiation as a premium offering. Success in the emerging markets has created an opportunity for a mid-tier offering, which will be introduced in 2015.

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ALLEVYN Life

An innovative multi-layered dressing designed for people living their everyday lives.

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Smith & Nephew Annual report 2014            31


STRATEGIC REPORT

Segment performance:Advanced Wound Managementcontinued

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OPSITE Post-Op Visible: This is our innovative dressing that combines the qualities of a premium dressing with the ability to see and monitor the incision. This unique product continues to deliver strong growth in both our Established Markets and Emerging & International Markets, supported by investment in clinical evidence.

Advanced Wound Devices

Advanced Wound Devices consists of two categories of products: NPWT and VERSAJETà.

NPWT

Our NPWT solutions include traditional NPWT products (RENASYS products) and the single-use portfolio (PICO and KALYPTOà products).

We are also progressing with launch plans for our next-generation traditional NPWT product.

During 2014, we were required to initiate a distribution hold in the US on RENASYS products as the FDA indicated new regulatory clearances were required in respect of certain design enhancements. We are working to obtain these and RENASYS remains available outside of the US.

The PICO system, our single-use, canister-free solution, is revolutionising NPWT. As familiar and easy to use as an advanced wound dressing, PICO provides an active intervention to help promote optimal healing for early discharge and enhanced outcomes in complex cases. PICO simplifies the delivery of negative pressure, which benefits patients and caregivers alike.

VERSAJET

The VERSAJET II Hydrosurgery system is a mechanical debridement device used by surgeons to excise and evacuate non-viable tissue, bacteria and contaminants from wounds, burns and soft tissue injuries.

Advanced Wound Bioactives

Smith & Nephew is the global market share leader in the bioactives segment, which is the fastest growing category of wound therapeutics. Our diversified biotherapeutic portfolio offers differentiated, cost-effective solutions for tissue repair and healing, addressing the full spectrum of hard-to-heal wounds.

Currently, our leading bioactive brand is Collagenase SANTYLà Ointment, the only FDA-approved biologic enzymatic debriding agent for chronic dermal ulcers and severe burns. In 2014, Smith & Nephew launched a new 90g package size to bring convenience and economy to providers and patients treating large dermal ulcers and burns with SANTYL. In addition, consistent with Smith & Nephew’s scientific leadership strategy, new clinical data highlighting the benefits of using SANTYL adjunctively with sharp debridement was released early in the year and was closely followed by initiation of a larger, follow-on study of similar design to corroborate the initial findings.

REGRANEXà Gel is the first and only FDA approved recombinant platelet-derived growth factor indicated for use as an adjunct to good ulcer care in the treatment of lower extremity diabetic neuropathic ulcers. Physicians increased their prescribing of REGRANEX throughout the year, in part due to REGRANEX 360, a novel programme launched by Smith & Nephew to help patients maximise the benefits of the brand by informing about insurance coverage, shipping the medication directly to the patient’s home or office and providing expert consultation on how to use the brand appropriately.

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Collagenase SANTYL Ointment

The only enzymatic debrider approved by the FDA for use in the US. It selectively removes necrotic tissue without harming surrounding healthy tissue.

32Smith & Nephew Annual report 2014


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OASISà, a family of naturally-derived, extracellular matrix replacement products indicated for the management of both chronic and traumatic wounds completes Smith & Nephew’s bioactive portfolio.

In October 2014, we announced the top-line results of the Phase 3 study of HP802-247, a living cell spray-on therapy designed to stimulate healing of venous leg ulcers. HP802-247 did not meet the primary endpoint in this trial and we have taken the decision to stop the Phase 3 programme. We remain committed to investing in developing pioneering Advanced Wound Bioactive treatments.

Regulatory approvals

In 2014, regulatory clearance was obtained for both ALLEVYN Life and DURAFIBER in Japan making the latest absorbent dressing technologies available to this important market.

PICO, our single use NPWT system was approved for the first time in Japan. In addition, a significant enhancement to the PICO product, in the form of the new Soft Port dressing and tubing set, was approved in the EU and Australia.

Other registration activities during the year include expanding the geographic footprint of established products within the emerging markets and the ongoing expansion of Smith & Nephew Medical (Suzhou) as a new supply site for multiple wound care products.

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Smith & Nephew Annual report 2014            33


STRATEGIC REPORT

Financial review and principal risks

The Group finished 2014 set to

benefit from the actions and

investments we have made

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1The underlying percentage increases/decreases are after adjusting for the effect of currency translation and the inclusion of the comparative impact of acquisitions and execution of disposals.
2Explanation of these non-GAAPnon-IFRS financial measures are providedexplained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 176 to 179.

34Smith & Nephew Annual report 2014


178–181.

 

Revenue by market

Based on the preliminary work undertaken when I took over as CFO, we undertook a thorough review of our business over the last few months. Our objective was to look afresh at opportunities to strengthen our competitive position and be more efficient. We have now substantially completed this analysis and begun executing our programmes…”

The underlying increase in each division’s revenues, by market, reconciles to reported growth, the most directly comparable financial measure calculated in accordance with IFRS, as follows:

  
 
2014
      $ million
  
  
 
 
2013
$ million
  
  
  
 
 
 
Reported
growth in
revenue
%
  
  
  
  
 
 
 

 

 

Constant
currency
exchange

effect

%

  
  
  

  

  

 
 
 

 

Acquisition/
Disposal
effect

%

  
  
  

  

 
 
 

 

Underlying
growth in
revenue

%

  
  
  

  

Advanced Surgical Devices

US

 1,558   1,391   12      (10 2  
Other Established Markets 1,229   1,204    2   2   (4   

Established Markets

 2,787   2,595   7   1   (7 1  
Emerging & International Markets 511   420    22   3   (8 17  
Advanced Surgical Devices 3,298   3,015    9   1   (7 3  
                                  

Advanced Wound Management

US

 454   471   (4       (4
Other Established Markets 699   722    (3 (1    (2

Established Markets

 1,153   1,193   (3       (3
Emerging & International Markets 166   143    16   3   (5 14  
Advanced Wound Management 1,319   1,336    (1 1   (1 (1

Advanced Surgical Devices

Revenue

ASD revenue increased by $283 million (9% on a reported basis) from $3,015 million in 2013 to $3,298 million in 2014. The underlying increase of 3% is after adjusting for a 7% impact from the acquisition of ArthroCare Corp in May 2014 and a 1% unfavourable foreign currency translation.

In the US, revenue increased by $167 million to $1,558 million in 2014 from $1,391 million in 2013 (12% on a reported basis). The underlying increase of 2% is after adjusting 10% for the impact of the ArthroCare Corp acquisition in May 2014. In Other Established Markets, revenue was $1,229 million in 2014, an increase of $25 million from $1,204 million in 2013 (2% on a reported basis). The underlying increase was flat after adjusting for 2% from favourable foreign currency translation and the impact of 4% from acquisitions. Our Emerging & International Markets revenue increased by $91 million to $511 million in 2014 from $420 million in 2013 (22% increase on a reported basis). The underlying increase was 17% after adjusting for 3% for unfavourable foreign currency translation and the impact of 8% from acquisitions.

In the global Knee Implant franchise, revenue increased by $8 million from $865 million in 2013 to $873 million in 2014 (1% on a reported basis), representing a 2% underlying revenue increase after 1% of unfavourable currency translation. Growth has been impacted by exposure to a weakening European market with conditions continuing to deteriorate in Germany, our largest European market, and our position in the product life cycle versus our peers. Growth improved driven by sales of the JOURNEY II BCS Knee System.

Global revenue from the Hip Implant franchise increased by $1 million from $653 million in 2013 to $654 million in 2014 (flat on a reported basis), which represented an underlying revenue increase of 1% after

1% unfavourable foreign currency translation. Sales in our VERILAST Hip and direct anterior approach portfolio contributed to the increase.

Trauma & Extremities revenue increased by $20 million from $486 million in 2013 to $506 million in 2014 (4% on a reported basis), representing underlying revenue growth of 4% after adjusting for a 1% impact from the acquisition of a Brazilian distributor and 1% of unfavourable foreign currency translation.

Sports Medicine Joint Repair revenue increased by $80 million from $496 million in 2013 to $576 million in 2014 (16% on reported basis), representing underlying revenue growth of 8% after adjusting for a 8% impact from the acquisition of ArthroCare Corp, 1% from the acquisition of a Brazilian distributor and 1% of unfavourable foreign currency translation.

Global revenue from Arthroscopic Enabling technologies increased by $101 million from $441 million in 2013 to $542 million in 2014 (23% on a reported basis). This increase represents an underlying revenue increase of 1% after adjusting for the 22% impact from the acquisition of ArthroCare Corp, 1% from the acquisition of a Brazilian distributor and 1% of unfavourable foreign currency translation.

The revenue in the Other ASD (including Gynaecology and ENT) franchise increased by $73 million from $74 million in 2013 to $147 million in 2014 following the acquisition of ArthroCare Corp in 2014. Excluding the impact of this acquisition, underlying revenue in the Other ASD franchise, which includes gynaecology, grew by 10%.

LOGO

Smith & Nephew Annual report 2014            35


STRATEGIC REPORT

Financial review and principal riskscontinued

Trading and operating profit

 

Operating profit, the most directly comparable financial measure under IFRS, reconciles to trading profit as follows:

 

  

   

Trading and operating profit

 

Operating profit, the most directly comparable financial measure under IFRS, reconciles to trading profit as follows:

 

  

   

 

   

 

 
  
 
2014 
$ million 
  
  
  
 
2013 
$ million 
  
  
    
 
2014
$ million
  
  
  
 
2013 
$ million 
  
  

 

   

 

 

Operating profit

 626    620   Operating profit 123   190   

 

Acquisition-related costs

 107      Acquisition-related costs 11   24   

 

Restructuring and rationalisation costs

 33    44   Restructuring and rationalisation costs 28   14   

 

Amortisation of acquisition intangibles

and impairments

 78    41   Amortisation of acquisition intangibles and impairments 51   47   

 

Legal and other

 (34)   –   Legal and other 32   –   

 

   

 

 
Trading profit 810    712   Trading profit 245   275   

 

   

 

 

 

Trading profit margin increased from 23.6% to 24.6%. Trading profit increased by $98 million to $810 million from $712 million in 2013. This increase reflects the benefits from our structural efficiency programme.

 

Operating profit increased by $6 million from $620 million in 2013 to $626 million in 2014. This comprises the increase in trading profit of $98 million discussed above offset by increases in acquisition-related costs of $100 million and amortisation of acquisition intangibles of $37 million and partially offset by a decrease in restructuring and rationalisation costs of $11 million and credit relating to the US pension settlement and closure.

 

Advanced Wound Management

Treatment and prevention products for hard-to-heal wounds

RevenueSports Medicine

AWM revenue decreased by $17 million (-1% on a reported basis), from $1,336 million in 2013 to $1,319 million in 2014. The underlying decrease of 1% is after adjustingImplants and enabling technologies for an increase of 1% for acquisitions completed in the year and a 1% unfavourable foreign currency translation.

In the US, revenue decreased by $17 million to $454 million in 2014 from $471 million in 2013 (-4% on a reported basis). The underlying decrease was also 4%. In Other Established Markets, revenue was $699 million in 2014, a decrease of $23 million from $722 million in 2013 (-3% on a reported basis). The underlying revenue decrease was 2% with 1% of unfavourable foreign currency translation. Our Emerging & International Markets revenue increased by $23 million in 2014 (16% on a reported basis). The underlying increase was 14% after adjusting 2% for unfavourable foreign currency translation.

Advanced Wound Care revenue decreased by $38 million (-5% on a reported basis) to $805 million in 2014 from $849 million in 2013. The underlying decline of 4% is after adjusting for foreign currency translation. Conditions across many European markets remain challenging but the introductionminimally invasive repair of the ALLEVYN Life range continues to make good progress across Europe following product introductions and investment in marketing.

Advance Wound Devices revenue decreased from $213 million in 2013 to $192 million in 2014, a reported decrease of $21 million and 10%. The underlying decrease of 9% is after adjusting for unfavourable foreign currency translations of 1%. This decline was due to the hold of RENASYS in the US due to regulatory issues and competitive pressures in traditional canister-based NPWT in Europe.

Advanced Wound Bioactives revenue increase to $322 million in 2014 from $280 million in 2013 (15% reported growth). The underlying increase was also 15%.

Trading profit margin decreased from 20.6% to 18.6%. Trading profit decreased by $30 million to $245 million from $275 million in 2013. The decrease in the year is primarily attributable to the RENASYS hold.

Operating profit decreased by $67 million from $190 million in 2013 to $123 million in 2014. This comprises of the decrease in trading profit of $30 million discussed above, costs relating to the hold on RENASYS and cessation of the HP802 trials amounting $52 million, offset by a decrease in acquisition-related costs of $13 million, due to the integration of the Healthpoint acquisition which completed in December 2012, an increase in restructuring and rationalisation costs of $14 million and an increase of $4 million in amortisation of acquisition intangibles.

Principal risks and risk management

As an integral part of planning and review Group, business area and functional management seek to identify the significant risks involved in the business, and to review the risk management action plans for those risks. The Group Risk Committee, which is comprised of the Chief Executive Officer and senior executives, meets twice a year to review the risks identified by the businesses and corporate functions and any risk management actions being taken. As appropriate, the Risk Committee may re-categorise risks or require further information on the risk management action plans. The Risk Committee reports to the Board on an annual basis detailing all principal risks. In addition, the Board considers risk as part of the development of strategy. Internal audit reviews and the Audit Committee reports on the effectiveness of the operation of the risk management process.

There are known and unknown risks and uncertainties relating to Smith & Nephew’s business. The following pages provide an overview of what the Board considers the most significant risks that could cause the Group’s business, financial position and results of operations to differ materially and adversely from expected and historical levels, and how these risks relate to the Group’s strategic priorities. Additional detail is set forth under Risk Factors in the Group information section of this report. In addition, other factors not listed here that Smith & Nephew cannot presently identify or does not believe to be equally significant, could also materially adversely affect Smith & Nephew’s business, financial position or results of operations.

36Smith & Nephew Annual report 2014


LOGO

Product Portfolio Development

The medical devices industry has a rapid rate of new product introduction. The Group must be adept at monitoring the landscape for technological advances, have an efficient and valuable product development pipeline and secure protection for its intellectual property. The Group may also seek to acquire businesses as part our business strategy to augment the product portfolio or business scale in a certain geography.

Specific risks we face

Risk management actions

Possible impacts

–  Competitors may introduce a disruptive technology, or obtain patents or other intellectual property rights, that affect the Group’s competitive position

–  Claims by third parties regarding infringement of their intellectual property rights

–  Lack of innovation due to low R&D investment, R&D skills gap or poor product development execution for Established and Emerging & International markets

–  Failure to receive regulatory approval to successfully commercialise a pipeline product

–  Processes focused on identifying new products and potential disruptive technologies (internal and external)

–  Improved productivity, prioritisation and allocation of R&D funds

–  Increasing R&D investment to enhance clinical capability and invest in biomaterials

–  Strengthen intellectual property rights and monitor and defend against infringement

–  Global strategic marketing programmes

–  Support an Emerging & International Market product portfolio

–  Loss of market share, profit and long-term growthjoint

 

 

Link to Strategic PriorityFIND MORE ONLINE

 

To learn more about Smith & Nephew,

to register to receive our news,

or to explore opportunities to join us,

Innovate for valueplease visit

www.smith-nephew.com

 

Established MarketsPicture 8

Emerging & International Markets

Supplement organic growth

through acquisitions

Acquisitions and Business Development

The Group may seek to acquire businesses or products as part of our strategy to augment the product portfolio or generate business scale in certain geographies. These acquisitions must deliver the expected returns and not create significant liability exposures or the Group may not meet its financial targets.

Specific risks we may face

Risk management actions

Possible impacts

–  Ineffective acquisition due diligence

–  Inflated forecasts or projections may cause over-valuation of transaction

–  Lack of timely adoption of Group standards policies and financial controls during integration could create additional liabilities

–  Acquisitions in emerging markets may identify practices that must be ceased to meet Group standards

–  Strong resources and processes to ensure rigorous review and integration of acquisitions or product related investments

–  Mergers & Acquisitions Council consisting of senior executives that reviews acquisitions and business development transactions

–  Board of Directors review of all significant transactions

–  Detailed compliance due diligence and integration reporting processes

–  Robust Internal Audit and Group Finance Controls

–  Post acquisition review programme

–  Loss of market share, profit and long-term growth

Link to Strategic Priority

Emerging & International Markets

Supplement organic growth

through acquisitions

Established Markets

LOGO

Smith & Nephew Annual report 2014            37


STRATEGIC REPORT

Financial review and principal riskscontinued

From our beginnings as a small family pharmacy in Hull, England, we have grown in size and scope. Over the past six years, we have fundamentally changed the structure of our Company, creating greater alignment and presenting one face to our customers. We have brought pioneering products and technologies to market, such as JOURNEY II and PICO, and have successfully completed many significant acquisitions, widening our customer base around the world.

We are proud of the work we do and share a mission to support healthcare professionals in their daily efforts to improve the lives of their patients. We achieve this by working together to deliver our strategic priorities.

Every employee has a role in our success, and so it is crucial that all employees feel engaged in their work and know its importance. We start each year by setting clear and measurable objectives based on our strategy scorecard.

The personal objectives of the Chief Executive Officer are cascaded through the organisation, with each employee setting aligned objectives according to his or her role.

Through this process, each employee can clearly see how their efforts contribute to the overall success of the business, which drives execution, accountability and engagement.

This engagement is measured through a biennial Global Employee Survey using the Great Place to Work Trust Index. In 2017, 88% of our global employees participated in this survey, providing meaningful results that have driven actions for improvement. We track our progress against these actions using regular pulse surveys.

In 2017 we raised our overall Trust Index score by five percentage points, to 67%, meeting our target for improvement. We achieved Great Place to Work recognition in a further five countries, ahead of our target of two more. In total we have received recognition in nine countries.

In addition to the Trust Index, we have implemented a culture dashboard which includes key metrics such as employee retention, business performance and feedback from new hires. The foundation of this dashboard is our values: to Perform, Innovate and Earn Trust. It provides a clear framework for our senior leaders to track progress and identify areas for additional focus, action or reinforcement.

Government Action, Pricing and Reimbursement Pressure

In most markets throughout the world, expenditure on medical devices is controlled to a large extent by governments, many of which are facing increasingly intense budgetary constraints. The Group is therefore largely dependent on governments providing increased funds commensurate with the increased demand arising from demographic trends. Reimbursement rates may be set in response to perceived economic value of the devices, based on clinical and other data relating to cost, patient outcomes and comparative effectiveness. Political upheaval in the countries where the Group operates or surrounding regions could adversely affect Group operations or turnover.

Group operations are affected by transactional exchange rate movements. The Group’s manufacturing cost base is situated in the US, UK, Costa Rica, China and Switzerland and finished products are exported worldwide.

Specific risks we face

Risk management actions

Possible impacts

–  Reduced reimbursement levels and increasing pricing pressures

–  Reduced demand for elective surgery

–  Lack of compelling health economics data to support reimbursement requests

–  Government policies favouring lower priced and locally sourced products

–  Political upheavals prevent selling of products, receiving remittances of profit from a member of the Group or future investments in that country

–  The Group is exposed to fluctuations in exchange rates. If the manufacturing country currencies strengthen against the selling currencies, the trading margin may be affected

–  Economic downturn impacts demand and collections

–  Develop innovative economic product and service solutions for both Established and Emerging & International markets (‘Syncera’)

–  Incorporate health economic component into design and development of new products

–  Enhanced expertise supporting reimbursement strategy and guidance

–  Optimise cost to serve to protect margins and liberate funds for investment

–  Streamline Cost of Goods Sold, Stock Keeping Units and inventory management

–  The Group transacts forward foreign currency commitments when firm purchase orders are placed to reduce exposure to currency fluctuations

–  Loss of revenue, profit and cash flows

 

 

 

 


 

Link

2

     OVERVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

CHAIRMAN’S STATEMENT

Picture 182

 PROVIDING

LEADERSHIP 

The Board approaches 2018 with optimism. Olivier has built a strong foundation and we expect to attract someone of the highest calibre to accelerate business performance from this base.

DEAR SHAREHOLDER

One of the core duties of a Board is to Strategic Priorityensure that companies evolve to meet the ever changing challenges and opportunities they face. A Board must set the pace in this, refreshing and strengthening its membership with deeper expertise, new perspectives and greater diversity.

Since becoming Chairman in 2014 I am pleased with the evolutionary changes we have made at Smith & Nephew. I believe these build on the successes of the past and position the Company well for further progress.

STRENGTHENING THE BOARD

We have been able to attract new Non-Executive Directors of high calibre to replace Board members retiring after completing their service.

Angie Risley, who joined in September 2017, is currently Group HR Director of J Sainsbury plc and was previously Non-Executive Director of Arriva plc, Biffa plc and Serco plc where she was also chairman of the Remuneration Committee. Marc Owen, recently retired from the Executive Committee of Fortune 500 healthcare business McKesson Corp, where he was Chairman of Celesio AG and President of McKesson Speciality Health, and previously a healthcare and technology specialist at McKinsey, joined in October 2017. Roland Diggelmann, Chief Executive Officer at Roche Diagnostics and a member of the Corporate Executive Committee of F. Hoffmann-La Roche Ltd, and previously a senior executive at Zimmer GmbH, will join on 1 March 2018.

Marc and Roland strengthen the Board’s knowledge of commercial healthcare and the medical devices sector while Angie will provide effective leadership to our Remuneration Committee when Joe Papa steps down at the AGM in April. Joe has been a highly valued colleague and exemplary steward of Smith & Nephew. On behalf of the whole Board, I thank him for his service.

CHIEF EXECUTIVE OFFICER

In October Olivier Bohuon notified the Board of his intention to retire by the end of 2018, after seven years as Chief Executive Officer. Under Olivier’s leadership Smith & Nephew has undergone important and necessary change and he has significantly strengthened the foundations of our Company. As Smith & Nephew enters its next chapter, the Board is determined to build on this.


SMITH & NEPHEW ANNUAL REPORT 2017

OVERVIEW     

3

Olivier continues to lead Smith & Nephew and drive the Company’s growth initiatives and operating plans. In this he is supported by our new Chief Financial Officer, Graham Baker, who joined in March 2017.

The Board has been impressed with Graham’s strong start as he quickly developed his understanding of the business and we welcome his commercial acumen and attention to detail. Our views of Graham have been echoed by the positive shareholder feedback we have received.

GOVERNANCE AND CULTURE

In 2017 the Board invested significant time meeting local management and employees and understanding market dynamics. These  included visiting our offices in Dubai, Tokyo and Hull, as well as some Board members spending time with our salesforce to better appreciate their role and meeting customers. In addition to giving us commercial insight, such activities let us get anecdotal evidence of the culture at Smith & Nephew, something the Board puts great value on. We strive to set the tone from the top, and review data to demonstrate performance, but it is only by meeting employees from all levels of the Company that we can be certain that Smith & Nephew’s values of I perform, I innovate and I earn trust are being lived across the business.

We conducted our regular review of strategy and Group structure at our annual strategy meeting in October, ensuring the continued close alignment of Board and management on our expectations and current direction. We upgraded our Risk Management process and strengthened our internal team in this area. Our Senior Independent Director, Ian Barlow, conducted a Board Effectiveness Review which identified some areas of further improvement which we are focusing on, such as deepening our knowledge of the competitive landscape to enable us to better support management develop and deploy resources to win in our chosen markets. I encourage you to read more about these and other matters in our Governance section starting on page 50.

2017 PERFORMANCE

The Board receives regular updates on the performance of the business from the CEO and CFO, together with members of the senior management team attending Board meetings over the course of the year.

We could clearly see areas of the business where the Company excelled in 2017, such as Global Operations where we have improved quality and supply, and R&D, where we have an exciting new product pipeline. It is no coincidence that both of these areas of the business have effective leaders who impressed the Board during 2017.

Whilst the trading performance of the Group was better than in 2016, and we delivered within our guidance, we continue to endorse the Chief Executive’s view that this business can and should deliver better results and reinforce the need for continued focus on driving better execution.

The 2017 full year dividend of 35.0¢ per share reflects the strong growth in adjusted earnings per share.

The Board approaches 2018 with optimism. Olivier has built a strong foundation and we expect to attract someone of the highest calibre to accelerate business performance from this base. Thank you for your support and engagement in 2017 and the Board looks forward to serving you into an exciting next chapter for Smith & Nephew.

Yours sincerely,

Picture 9

Roberto Quarta

Chairman

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL HIGHLIGHTS

   

 

 

 

 

$4,765m

+2%

+3%

 

35.0¢

+14%

 

 

Revenue

Reported

Underlying1

 

Dividend per share

 

 

Group revenue was up 2% on a reported basis (including -1% headwind from the 2016 Gynaecology business disposal) and 3% on an underlying basis, in line with guidance.

 

The 14% year-on-year increase reflects the strong growth in adjusted earnings per share.

 

 

$934m

+17%

  

$1,048m

+3%

  

87.8¢

0%

 

 

Operating profit

 

Trading profit1

 

Earnings per share (EPS)

 

 

Operating profit margin of 19.6% is up 240bps year-on-year due to more favourable non-trading items.

 

Trading profit margin1 was 22.0%, up 20bps year on year, in line with guidance.

 

In 2016 EPS benefited from the gain on the disposal of the Gynaecology business.

 

 

94.5¢

+14%

 

14.3%

+280bps

 

5%

 

 

 

Adjusted Earnings per share1 (EPSA)

 

Return on Invested Capital1 (ROIC)

 

R&D expenditure

 

 

Reflects one-off tax benefits, improvements in trading profit margin and the tax rate on trading1.

 

Reflects improvements in operating profit, the lower tax rate and a stable asset base.

 

To drive innovation, we maintain our investment in R&D at around 5% of Group revenue.

 

 

 

 

 

 

 

 

1 These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

 

Picture 49   FINANCIAL REVIEW PAGE 36 OUR BOARD OF DIRECTORS PAGE 50 GOVERNANCE PAGE  56


4

     OVERVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

CHIEF EXECUTIVE OFFICER’S REVIEW

Picture 165

STRONGER 

 SMITH & NEPHEW

In 2018, I expect Smith & Nephew to build on 2017 by delivering another year of improved performance driven by our strong product portfolio and pipeline of innovative products.

DEAR SHAREHOLDER

We delivered on our promises to improve the top and bottom line in 2017. Our healthy balance sheet, good cash generation and increased dividend demonstrate the robust foundations underpinning our business. In 2018, I expect Smith & Nephew to build on 2017 by delivering another year of improved performance driven by our strong product portfolio and pipeline of innovative products.

STRATEGIC PRIORITIES

In my first year as Chief Executive, in 2011, we set five strategic priorities that have shaped a fundamental management and operational restructuring of the Group as a foundation to improving its growth and profit profile. Through these priorities we continue to drive our business forward.

In 2017 I was pleased with the resultant commercial performance in many areas. In Knee Implants we had an outstanding year, Trauma and Extremities and Advanced Wound Devices also, and we returned the Emerging Markets to double-digit revenue growth.

Of course, there are some areas that did not meet my expectations, such as in Arthroscopic Enabling Technologies and European Wound Care. These are not because of new issues, but they are taking longer to improve than expected. We are attacking the underlying issues with renewed vigour in 2018.

You can read more about our performance against each of the strategic priorities in the next few pages (pages 10–15). I would like to draw your attention to how our strong new product portfolio reflects our decision of a few years ago to increase our investment in disruptive R&D and technology acquisitions.


SMITH & NEPHEW ANNUAL REPORT 2017

OVERVIEW     

5

One of our best recent achievements was to create a global R&D organisation that became fully operational in 2017 and is building on these successes. We now have greater visibility across our development portfolio to ensure we back the winners of the future in areas such as digital, robotics and biologics. We are making better decisions and hitting milestones consistently, and this will underpin our success for many years to come.

ACCELERATING PERFORMANCE & INNOVATION

As we have transformed Smith & Nephew, so our markets and industry have changed. We are seeing an increasingly competitive environment: new selling models, new entrants, pricing pressure and increasing costs – which in some markets are outpacing our growth. We also see great opportunity to invest behind pioneering technologies which take market share, offer a wider selection of commercial terms to suit more customers, expand our reach in the emerging markets and start to realise the benefits of the digital revolution for our industry.

In late 2017 we undertook a review of our business to look for opportunities to achieve higher growth targets, strengthen our competitive position, and make us more agile to changes in the market. As a result, in early 2018 we introduced the APEX programme, which stands for ‘Accelerating Performance and Execution’. APEX will make key enhancements to our business and ways of working over the next five years. We expect this programme to deliver $160 million of annualised benefits by 2022. APEX is now possible because of the work put in to create our strong Group structure, and it will build on this robust base. More information on APEX can be found on page 14.

BUILDING A WINNING CULTURE

Our success as a Company is made possible by talented employees working together for our shared mission: to support healthcare professionals in their efforts to improve patients’ lives. This is why being a great place to work is important to us, and why every two years we measure our progress toward this goal with our Global Employee Survey.

Our survey tool is the Great Place to Work Institute’s Trust Index, and in 2017 we performed strongly across the dimensions of vision, recognition, pride and equality. We now have nine countries accredited as a Great Place to Work.

We put great store by our culture, and work to embrace diversity, encourage progression, and reward success. We also want our employees to put something back into their communities. Our People section on pages 25–28 describes our commitments and actions across all of these areas.

LOOKING TO THE FUTURE

In October 2017 I announced my decision to retire from Smith & Nephew by the end of 2018. As I looked ahead to the next long-term phase of growth, I decided that it was the right time to announce my retirement plans, providing ample time to identify a successor and ensure a smooth transition.

In the meantime, I remain resolutely focused on delivering our commitments for 2018, while positioning the Company for further success. Looking further ahead, our greater focus on commercial execution gives us confidence we will outgrow our markets and the new APEX programme supports our expectation of improved trading profit margin.

Yours sincerely,

Picture 25

Olivier Bohuon

Chief Executive Officer

OUR STRATEGIC PRIORITIES

Our strategic priorities guide our actions to support healthcare professionals and transform our growth profile.

Picture 31

BUILD A STRONG POSITION IN ESTABLISHED MARKETS

Picture 30

FOCUS ON EMERGING MARKETS

Picture 29

INNOVATE FOR VALUE

 Picture 28

SIMPLIFY AND IMPROVE OUR OPERATING MODEL

 Picture 27

SUPPLEMENT ORGANIC GROWTH WITH ACQUISITIONS

Picture 32  STRATEGIC PRIORITIES UPDATE PAGE 10
Picture 79OUR PEOPLE PAGE 25


6

     OVERVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

WHO WE ARE

ONE GLOBAL
BUSINESS

WITH MORE THAN 15,000 EMPLOYEES

OUR VALUES AND HOW WE ACT

Our values shape everything that we do as a business and form
the basis of our relationships with all our stakeholders.

Picture 33

Picture 5

Picture 4

Performance

Innovation

Trust

Performance means being responsive to the needs of our customers and their patients, setting ourselves clear goals and standards and achieving them.

Innovation means being energetic, creative and passionate about everything we do, anticipating customers’ needs and overcoming barriers and developing opportunities.

Trust is something we understand that we have to earn and we strive to operate with integrity and take an ethical approach to business.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AN INTEGRATED BUSINESS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

UNITED STATES (US)

 

 

 

OTHER ESTABLISHED MARKETS

 

 

 

EMERGING MARKETS

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The United States is the Group’s largest market representing 48% of our global revenue. Due to its commercial importance to the Group, its revenue is reported separately. The United States is also home to a number of our manufacturing facilities.

 

 

 

Other Established Markets comprise commercial operations in Europe, Australia, Japan, Canada, and New Zealand, We have manufacturing facilities in the UK, Germany and Switzerland.

 

 

 

Emerging Markets include our commercial businesses in China, Asia, India, Russia, Middle East, Africa and Latin America.

These generated 16% of Group revenue in 2017. We have manufacturing facilities in China, Costa Rica, India, Russia and Curacao.

 

 

 

 

2017 revenue

 

 

 

2017 revenue

 

 

 

2017 revenue

 

 

 

 

$2,306m

 

 

 

$1,678m

 

 

 

$781m

 

 

 

 

0%

+2%

 

 

 

0%

0%

 

 

 

+13%

+12%

 

 

 

 

Reported

Underlaying1

 

 

 

Reported

Underlaying1

 

 

 

Reported

Underlaying1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ORTHOPAEDIC RECONSTRUCTION AND TRAUMA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SPORTS MEDICINE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADVANCED WOUND MANAGEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GLOBAL FUNCTIONS2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1    These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

 

 

 

2    Commercial Excellence including Global Marketing, R&D, Manufacturing & Supply Chain, Central Support.

 


SMITH & NEPHEW ANNUAL REPORT 2017

OVERVIEW     

7

SELLING NINE PRODUCT FRANCHISES

Picture 34

Picture 35

Picture 36

KNEE IMPLANTS

SPORTS MEDICINE JOINT REPAIR

ADVANCED WOUND CARE

HIP IMPLANTS

ARTHROSCOPIC ENABLING TECHNOLOGIES

ADVANCED WOUND BIOACTIVES

TRAUMA & EXTREMITIES

OTHER SURGICAL BUSINESSES

ADVANCED WOUND DEVICES

SUPPORTING HEALTHCARE PROFESSIONALS IN MORE THAN 100 COUNTRIES

Picture 38

Revenue by products

Revenue by geography

A

KNEE IMPLANTS

$984m

Picture 193

A

UNITED STATES

$2,306m

Picture 196

B

HIP IMPLANTS

$599m

B

OTHER ESTABLISHED MARKETS

$1,678m

C

TRAUMA & EXTREMITIES

$495m

C

EMERGING MARKETS

$781m

D

SPORTS MEDICINE JOINT REPAIR

$627m

E

ARTHROSCOPIC ENABLING TECHNOLOGIES

$615m

F

OTHER SURGICAL BUSINESSES

$189m

G

ADVANCED WOUND CARE

$720m

H

ADVANCED WOUND BIOACTIVES

$342m

I

ADVANCED WOUND DEVICES

$194m


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SMITH & NEPHEW ANNUAL REPORT 2017

OUR BUSINESS MODEL

HOW WE
CREATE VALUE

THE RESOURCES WE NEED

OUR PEOPLE

Engaging, developing and retaining our more than 15,000 employees is important to us and we work hard to be a great place to work as well as a responsible corporate citizen.

RESEARCH & DEVELOPMENT

Innovation is part of our culture and we invest 5% of our revenue to develop new products that will help improve patients’ lives.

MANUFACTURING & QUALITY

We operate our global manufacturing efficiently, and at the highest possible standards, to ensure product quality at competitive pricing.

SALES & MARKETING

We support our customers in over 100 countries. Our commercial teams are highly specialised with an in-depth knowledge across the full range of product franchises.

ETHICS & COMPLIANCE

We are committed to doing business the right way and apply strict business principles to the way we deal with our customers and partners.

TRAINING & EDUCATION

Every year, thousands of healthcare professionals attend our training courses around the world. Education is fundamental to how we support our customers.

Picture 44    THE RESOURCES WE NEED PAGE 25

 A FOCUS ON 

 PERFORMANCE 

OUR VALUE PROPOSITION

Our mission is to support healthcare professionals by providing advanced medical devices that they use in their daily efforts to improve the lives of their patients.

PIONEERING APPROACH

We take a pioneering approach to the design of our products and services. Smith & Nephew has a long history of innovation, dating back to our foundations in the 19th century, and today we support customers to manage and prevent disease states, and enable swifter recovery for their patients.

Picture 42

ENSURING WIDER ACCESS

We strive to secure wider access to our advanced technologies for more customers globally. In emerging markets we have built an entrepreneurial business resourced to reach and support an ever greater number of customers in delivering affordable healthcare.

Picture 180

ENABLING BETTER OUTCOMES

We seek to enable better outcomes for patients and healthcare systems, providing high quality products and appropriate training to improve clinical outcomes, enabling healthcare professionals to treat more patients and improving the economic outcome for payers.

Picture 189


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9

 CREATING 

 PRODUCTS 

 FOR OUR 

 CUSTOMERS  

We have leadership positions in Orthopaedic Reconstruction and Trauma, Advanced Wound Management and Sports Medicine:

We service our customers through our dedicated and highly trained global sales force and selected third party sellers:

–  Knee Implants

– Surgeons

–  Hip Implants

– Nurses

– Trauma & Extremities

– Nurse specialists

– Sports Medicine Joint Repair

– Physicians, GPs

– Arthroscopic Enabling Technologies

– Healthcare systems

– Other Surgical Businesses

– Procurement groups

– Advanced Wound Care

– Payers, administrators

– Advanced Wound Bioactives

– Retail, consumers, patients

–  Advanced Wound Devices

Picture 48 OUR PRODUCTS PAGE 18

Picture 150

Picture 151

Picture 152

Picture 153

THE OUTPUT OF WHAT WE DO

FINANCIAL PERFORMANCE

Targeting higher revenue growth and a better trading profit margin.

$4,765m

Revenue

$934m

$1,048m

Operating Profit

Trading Profit1

CAPITAL ALLOCATION FRAMEWORK

Prioritising the use of cash and ensuring an appropriate capital structure.

$269m

Dividend

IMPROVED QUALITY OF PATIENTS’ LIVES

Providing our advanced medical devices in more than 100 countries.

100+

countries

TRAINING AND EDUCATION

Supporting HCPs and ensuring the safe and effective use of our products.

45,000+

surgeon training instances

GREAT PLACE TO WORK

Supporting and encouraging employees to live our values.

15,000+

employees

A SUSTAINABLE BUSINESS

Working in a sustainable, ethical and responsible manner everywhere we operate.

160+

years of proud history

1   These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.


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STRATEGIC PRIORITIES

MAXIMISING OUR
PERFORMANCE

Smith & Nephew has a clear vision to build a successful, sustainable business. This vision is encapsulated in our corporate value proposition – supporting healthcare professionals by taking a pioneering approach to the design of our advanced medical products and services, by securing wider access to our diverse technologies for more customers globally, and by enabling better outcomes for patients and healthcare systems.

We are focused on transforming the growth profile of the business while delivering this proposition. We are working to rebalance the Group towards higher growth opportunities. Over the last five years, Smith & Nephew has materially improved the mix of higher growth potential to lower growth businesses, shifting from one-third higher growth to over 50% today.

Our strategic priorities, introduced in 2011, guide our actions in delivering these twin aspirations of supporting healthcare professionals and transforming our growth profile.

OUR STRATEGIC PRIORITIES

   

   

SimplifyPicture 59    BUILD A STRONG POSITION IN ESTABLISHED MARKETS

Build on existing strong positions, win market share through greater product and commercial innovation and drive efficiencies to liberate resources.

Picture 66 SEE OPPOSITE

Picture 58    FOCUS ON EMERGING MARKETS

Deliver leadership in the Emerging Markets by building strong, direct customer relationships, widening access to our premium products and developing portfolios designed for the economic mid-tier population.

Picture 67 PAGE 12

Picture 63    INNOVATE FOR VALUE

Deliver pioneering products and business models that improve clinical and health economic outcomes and widen access across geographies and patient groups.

Picture 68 PAGE 13

Picture 64    SIMPLIFY AND IMPROVE OUR OPERATING MODEL

Pursue maximum efficiency in everything we do, streamline our operations and manufacturing, remove duplication and build strong global functions to support our commercial teams.

Picture 69 PAGE 14

Picture 65    SUPPLEMENT ORGANIC GROWTH WITH ACQUISITIONS

Build our platform by acquiring complementary products or businesses in our higher growth segments and manufacturing and distribution capabilities in the Emerging Markets.

Picture 70 PAGE 15


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Picture 52

BUILD A STRONG POSITION
IN ESTABLISHED MARKETS

Established Markets for Smith & Nephew are the US, Europe, Australia, Japan, Canada and New Zealand. Smith & Nephew delivered 84% of its revenue from these countries in 2017.

In the United States, our single largest country representing 48% of global revenue, reported revenue growth was flat and underlying growth was 2%. The Other Established Markets growth rate was flat on both an underlying and reported basis.

In 2017 we focused on improving our commercial execution. With a simpler and more agile commercial structure in each country, supported by global functions, we sought to drive improved performance and greater efficiency. This was supported by sales force excellence initiatives including a sharper focus on both health economic and clinical evidence to support our products.

In Reconstruction, the Knee Implants franchise performed well, with the JOURNEY™ II Total Knee System driving good growth, as did the LEGION™ Revision Knee System. In Hip Implants, the new REDAPT™ Revision and POLARSTEM™ Cementless Stem systems were well received. In Trauma & Extremities, new clinical evidence supported increased uptake of our TRIGEN™ INTERTAN™ hip fracture system.

Sports Medicine Joint Repair performance was driven by good demand for our shoulder repair portfolio, and we added an exciting new technology when we acquired Rotation Medical (see page 15 for more). Arthroscopic Enabling Technologies was impacted by continued softness in mechanical resection. The roll-out of our LENS™ visualisation and WEREWOLF™ COBLATION™ systems are underway and we expect an increasing contribution from these in 2018.

In the US, and other countries, we are seeing a shift towards day-case surgery for total joints starting to take place in Ambulatory Surgery Centre (ASCs), something Smith & Nephew is uniquely positioned to benefit from. Through Sports Medicine we are already a partner to many ASCs. We believe we can leverage this customer knowledge and relationships to improve the performance of our knee implants franchise. Our portfolio is well-suited for ASCs where early mobility and efficiency are key, as is our robotic NAVIOTM Surgical System due to its small footprint, portability and cost.

The Advanced Wound Care franchise delivered strong growth in the US, but was held back by softer market conditions in Europe. In Advanced Wound Bioactives, SANTYL™ benefited from a new analysis demonstrating its effectiveness in advancing pressure ulcers through the healing process2, improving performance in the second half of the year. Advanced Wound Devices performed strongly across the year, led by the continued success of our operating modelsingle use negative pressure wound therapy (sNPWT) device PICO™.

$3,984m

Revenue from Established Markets

Picture 45

84%

of Group revenue

0%

+1%

Reported

Underlying1

WHY THIS KPI IS IMPORTANT

We use this KPI to track the relative strength of our position in these markets.

HOW WE PERFORMED

Growth in the US, our largest market, was offset somewhat by softer conditions in some other markets.

1 These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 38 and 178–181.

2 Advances in Wound Care. Gilligan, A.M., et al. Comparative effectiveness of Clostridial Collagenase Ointment to medicinal honey for treatment of pressure ulcers. Volume 6, Number 4 (April 2017).

Picture 186

SUPPORTING CUSTOMERS
AT THE ECC

“It’s very humbling to know we are helping improve patients’ outcomes.”

Natalia Zielinska Bioskills Laboratory Manager

Smith & Nephew is proud to support surgeons and nurses by enabling them to learn from experts in their field of speciality. We do this at our state-of-the art training and innovation centres. In early 2017 we opened the Expert Connect Centre (‘ECC’) in Croxley Park, Watford, on the outskirts of London, UK. This is already establishing itself as a flagship destination for healthcare professionals from the UK, Europe and the Emerging Markets.


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Picture 53

FOCUS ON EMERGING MARKETS

Our Emerging Markets represent those outside the Established Markets, including Brazil, Russia, India and China. The Emerging Markets accounted for 16% of Smith & Nephew’s revenue in 2017.

In 2017 we returned our Emerging Markets business to sustainable double-digit revenue growth, up 13% on a reported basis and 12% on an underlying basis. This was a significant improvement over the flat underlying performance of 2016.

In China, our largest Emerging Markets country, we delivered double-digit revenue growth as we improved our commercial execution. In the oil-dependent Gulf States we returned to growth by focusing on securing more private healthcare business to compensate for the reduction in government tenders. The majority of our other Emerging Markets continued to do well across 2017.

We have been early investors in many of the Emerging Markets. There continue to be quarterly fluctuations in the growth rates, and differences in performance between countries, so we look at the longer term trends when making decisions, and those are very favourable.

We also see the next wave of sustained growth coming from the ‘mid-tier’, essentially growth from widening access to a greater proportion of the population in these countries. We are addressing this by steadily building a dedicated product portfolio and specific distribution model.

We are well positioned to continue to drive strong growth from the Emerging Markets over the medium term. The much improved performance in 2017 is in line with where we see the medium term prospects for this increasingly important segment of Smith & Nephew’s business.

$781m

Revenue from Emerging Markets

Picture 201

16%

of Group revenue

+13%

+12%

Reported

Underlying1

WHY THIS KPI IS IMPORTANT

We use this KPI to track the growth of Emerging Markets relative to global growth.

HOW WE PERFORMED

Performance in the Emerging Markets improved strongly over the previous year.

1 These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 38 and 178 – 181.

Picture 181

RETURNING CHINA TO GROWTH

“We have seen a return to double-digit growth in the attractive Chinese market.”

Olivier Bohuon Chief Executive Officer

China is our largest Emerging Market country. Here we faced challenges in 2016 as the market growth slowed down. In 2017 we improved our commercial execution and management of, and involvement in, the channel inventory. Looking to the medium term, we believe that our growth prospects in China remain very attractive.


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Picture 61

INNOVATE FOR VALUE

In 2017 we began to benefit from a suite of exciting new products, solutions and business models as we deliver on our strategic priority to innovate for value.

In robotics, NAVIO is a unique and compelling system. In 2017 we successfully extended its indications and introduced it to new countries such as India. We launched the total knee arthroplasty (TKA) application for our JOURNEY II, LEGION and GENESIS™ II Total Knee Systems. Surgeons completed the world’s first robotics-assisted bi-cruciate retaining total knee replacement procedures. This new approach used NAVIO to implant the new JOURNEY II XR (bi-cruciate retaining total knee system) currently in limited market release. This is the first and only bi-cruciate retaining robotics application commercially available.

In the Emerging Markets we continue to build our mid-tier portfolio. Our ANTHEM™ Total Knee System, which, alongside the ORTHOMATCH™ Universal Instrumentation Platform, has been designed to provide wider market access to affordable knee treatments, performed well following its 2016 launch. During the year we launched into more markets, including Russia and Saudi Arabia, and introduced a new Cruciate Retaining (CR) variant, extending the options available to surgeons.

In Sports Medicine our new LENS™ Surgical Imaging System and WEREWOLF™ COBLATION™ System for resecting soft tissue are being rolled out to customers. In Reconstruction we expanded our REDAPT™ Hip and LEGION™ Knee revision systems. In Advanced Wound Management our pioneering disposable single-use negative pressure wound therapy (sNPWT) device PICO™ continued to perform strongly and we extended our ALLEVYN LIFE foam dressing range with a new non-border version.

We also focus on providing customers with the evidence that demonstrates the effectiveness of our innovative products. In 2017, PICO benefited from new clinical evidence showing its effectiveness at reducing surgical site infections1 and the TRIGEN™ INTERTAN™ hip fracture system also performed strongly supported by new clinical evidence2.

We continue to develop new business models to address changing or unmet customer needs. During 2017 we ran the first study of our innovative Episode of Care Assurance Program (eCAP) that combines our hip and knee implants with PICO and ACTICOAT™ Flex 7 Antimicrobial Barrier Dressings. The first results showed eCAP delivering a 97% decrease in hospital readmission rates following total joint replacement surgery (based on 1,380 joint arthroplasties with only two readmissions, a readmission rate of only 0.145% as compared to published rates of 5.3% or more).

$223m

R&D expenditure

Picture 23

5%

of Group revenue

WHY THIS KPI IS IMPORTANT

Through this KPI we monitor our investment in R&D.

HOW WE PERFORMED

The strong new product portfolio reflects increased investment in R&D and technology acquisitions.

1  O’Leary, D.P. et al, Prophylactic negative pressure dressing use in closed laparotomy wounds following abdominal operations. A randomised, controlled, open-label trial: The PICO Trial. Annals of Surgery, published online 06 December 2016.

2   Smith & Nephew INTERTAN claims brochure “The evidence is in ...”

WORLD-CLASS R&D IN HULL

“Britain is a global leader in medical technology innovation. Partnerships such as this between Smith & Nephew and University of Hull further strengthen our position at the forefront of global medical research and development.”

Emma Hardy MP for Hull West & Hessle

In 2017 we announced a long-term partnership with the University of Hull to create one of the world’s largest Wound Care Research Clusters with the aim of developing scientific insights and innovative treatments.

This includes the creation of eight PhD studentships and a programme of collaboration between Smith & Nephew’s new Hull Research & Development centre and the University’s new Health Campus.

Picture 211


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Picture 57

SIMPLIFY AND IMPROVE
OUR OPERATING MODEL

Since 2011 Smith & Nephew has undertaken two successful efficiency programmes that have delivered significant savings and created an integrated Group structure.

As announced with our Third Quarter 2017 Results, we believe that we now have the Group structure to allow us to strengthen our competitive position by driving further opportunities to accelerate performance through better execution, while at the same time realising savings through greater efficiency.

In 2017 we completed our assessment of these opportunities and started to implement a programme called APEX – Accelerating Performance and Execution in early 2018.

APEX is expected to deliver an annualised benefit of $160 million by 2022, with around three-quarters of this expected by 2020, for a cash cost of up to $240 million, of which a charge of around $100 million is expected in 2018.

APEX has three workstreams:

1. MANUFACTURING, WAREHOUSING AND DISTRIBUTION

We have already made significant improvements over the last two years, and see further opportunities to simplify in line with best practices to reduce overall cost, while improving quality and delivery through:

–  A best practice facility footprint with larger manufacturing hubs supported by speciality facilities where appropriate.

–  A product portfolio that meets the needs of our customers and complies with regulations, while minimising cost, complexity and inventory.

–  A supply chain that is streamlined and efficient so that we are positioned to achieve the highest levels of delivery at benchmark cost.

2. GENERAL AND ADMINISTRATIVE (G&A) EXPENSES

We have improved our G&A expense ratio over the last five years, but with our global function structure we are now able to identify additional areas of opportunity to reduce costs and improve service through:

–  Best-in-class Global Business Services that includes a full-spectrum of support services delivered quickly and efficiently, enabling full focus on our customers and business objectives.

–  Service hubs in locations that align to our regional needs and deliver the best value for money.

–  System infrastructure that drives maximum efficiency, including rationalisation of legacy IT systems and adopting a ‘cloud-first’ strategy.

3. COMMERCIAL EFFECTIVENESS

Whilst the commercial opportunities and competitive environment continue to evolve with changing customer expectations, new go-to-market approaches and price pressure, we expect to improve overall productivity and accelerate top line growth through:

–  Increased sales and marketing effectiveness.

–  Selective refinement of structures and territories to meet customer and market demands.

–  Being more responsive to customers’ use of tenders and changing service level demands.

–  More accurate demand forecasting to improve inventory management.

19.6%

Operating Profit Margin

Picture 213

22.0%

Trading Profit Margin1

Picture 215

WHY THIS KPI IS IMPORTANT

We use this KPI to track our underlying profit growth and trading profitability.

HOW WE PERFORMED

Trading profit margin was up 20bps, in line with guidance.

1 These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

Based on the preliminary work undertaken when I took over as CFO, we undertook a thorough review of our business over the last few months. Our objective was to look afresh at opportunities to strengthen our competitive position and be more efficient. We have now substantially completed this analysis and begun executing our programmes…”

Chief Financial Officer

A MORE AGILE STRUCTURE

“Based on the preliminary work undertaken when I took over as CFO, we undertook a thorough review of our business over the last few months. Our objective was to look afresh at opportunities to strengthen our competitive position and be more efficient. “We have now substantially completed this analysis and begun executing our programmes…”

Graham Baker Chief Financial Officer


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Picture 81

SUPPLEMENT ORGANIC
GROWTH WITH ACQUISITIONS

Whilst our focus in 2017 has been on improving our execution across our existing business, we have made one acquisition and a number of strategic agreements that give us access to new technologies.

In 2017 we acquired Rotation Medical, Inc., the developer of a novel tissue regeneration technology for shoulder rotator cuff repair, for an initial cash consideration of $125 million and up to $85 million over the next five years, contingent on financial performance. Its bioinductive implant is highly complementary to our Sports Medicine portfolio, serving an unmet clinical need and providing a compelling new treatment option for our customers2,3,4.

We signed distribution agreements with Leaf Healthcare, a developer of a unique wireless patient monitoring system for pressure ulcer/injury prevention, and MolecuLight i:XTM, a handheld point-of-care imaging device that uses fluorescence imaging to display potentially harmful concentrations of bacteria in wounds in real-time.

2017 marked the third anniversary of our largest acquisition, ArthroCare. This strengthened our Sports Medicine business, with highly complementary product portfolios and customer relationships. ArthroCare also had a strong pipeline of innovations, many of which have been launched since the acquisition. The ArthroCare acquisition has met all of the three-year targets that we set, many ahead of time.

The Board periodically reviews all acquisitions to evaluate longer-term performance and capture lessons learned to help improve strategy and process. Collectively we are pleased with the performance of the technology and Emerging Markets acquisitions we have made. We continue to seek further opportunities to strengthen our technology and product portfolio and Emerging Markets business.

1    These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

2    Preliminary investigation of a biological augmentation of rotator cuff repairs using a collagen implant: a 2‑year MRI follow-up Bokor, Sonnabend, Deady, Cass, Young, Van Kampen, Arnoczky published in Muscles, Ligaments and Tendons Journal 5(3):144‑150 (2015).

3    Histologic Evaluation of Biopsy Specimens Obtained After Rotator Cuff Repair Augmented With a Highly Porous Collagen Implant Arnoczky, D.V.M., Shariff K. Bishai, D.O., M.S., F.A.O.A.O., Brian Schofield, M.D., Scott Sigman, M.D., Brad D. Bushnell, M.D., M.B.A., Jan Pieter Hommen, M.D., and Craig Van Kampen, Ph.D. Arthroscopy: The Journal of Arthroscopic and Related Surgery, 33(2):278‑283 (2016).

4    Evidence of healing of partial-thickness rotator cuff tears following arthroscopic augmentation with a collagen implant: a 2‑year MRI follow-up. Bokor, Sonnabend, Deady, Cass, Young, Van Kampen, Arnoczky. Muscles, Ligaments and Tendons Journal 6(1):16‑25 (2016).

ARTHROCARE

In 2014 we acquired ArthroCare for $1.5 billion to strengthen our Sports Medicine business through complementary product portfolios and customer relationships.

$50m+

of additional sales from cross-selling

$85m

of total synergies on trading profit1 level

WHY THIS KPI IS IMPORTANT

We use this KPI to demonstrate the returns from acquisitions.

HOW WE PERFORMED

ArthroCare has met or exceeded all of the three-year targets, many ahead of time. We achieved both the cost and revenue synergies totalling $85m on a trading profit1 level, and the Return on Invested Capital in year three exceeded our target.

STRENGTHENING SPORTS MEDICINE

“We are proud of the impact our technology has made in healthcare and are excited by the opportunity to reach many more customers and their patients as an integrated part of Smith & Nephew’s extensive Sports Medicine portfolio.

Martha Shadan Chief Executive Officer, Rotation Medical, Inc.

The bioinductive implant from Rotation Medical, Inc. has shown the ability to heal by inducing the growth of new tendon-like tissue2,3,4. With its small sales force, Rotation Medical, Inc. achieved revenue of $17m in 2017.

We expect rapid growth as we roll out the product across our large Sports Medicine sales force, first focusing on the US where the product has FDA approval.

Picture 77


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OUR MARKETPLACE

ATTRACTIVE
LONG-TERM TRENDS

$34 billion

Smith & Nephew’s addressable segment in medical devices1

4%

Annual growth rate of Smith & Nephew’s addressable segment1

HEALTHY FUNDAMENTALS, BUT COST REMAINS AN ISSUE

According to a study commissioned by the Bill and Melinda Gates Foundation (Lancet, April 2017) global healthcare spend, amounting to c. $9 trillion in 2014, is set to grow at a real rate of c. 3% per annum per capita, reaching c. $16 trillion in 2030 and c. $24 trillion in 2040, representing c. 8% of the global economy.

The medical devices and supplies segment of healthcare is today worth approximately $340 billion per annum. Within that, Smith & Nephew’s addressable segment is approximately $34 billion, growing at around 4% annually.

The main drivers for healthcare demand include demographic shift towards older populations, increases in lifestyle related ailments such as obesity, advances in technology leading to increased scope for treatment, and economic growth increasing the access and demand for healthcare – especially in the Emerging Markets. Additionally, patients increasingly seek to influence the choice of care as they become more and more informed about the range and nature of treatment options available.

Today healthcare expenditure already constitutes a significant share of the overall global economy, especially in developed markets where populations are ageing rapidly. As an example, the share of US GDP spent on healthcare has reached nearly 17% and is set to continue to rise (Lancet, April 2017). As a result, cost and cost control remain the dominant issues across the sector and healthcare systems increasingly shift towards more efficient and effective value-based care.

SHIFT TOWARDS VALUE RATHER THAN VOLUME

The traditional approach to healthcare provision has been symptom and volume (fee-for-service) oriented which – in combination with current demographic trends – has put upward pressure on healthcare costs. In response, stakeholders are increasingly seeking to shift the focus from ‘break-fix’ to a more holistic and value-based approach focused on disease prevention and treatment results (fee-for-outcome).

Healthcare practitioners are no longer the only decision-makers, but are part of larger multi-stakeholder purchasing processes. Economic stakeholders have increasing influence on the purchase process for medical devices. New payment models, such as bundled procedure payments, risk sharing, or quality incentives/penalties, are shifting the focus from clinical utility and safety alone to clinical outcomes and health economic performance, which in turn drives demand for Health Economic and Outcomes Research (HEOR) to demonstrate clinical end economic value.

As an example, the US Centers for Medicare & Medicaid Services (CMS) aims by 2018 to spend 50% of its Medicare fee-for-service payments through alternative payment models and link 90% of its fee-for-service to quality (CMS, Jan 2015).

FOCUS ON LOWERING COSTS AND INCREASING EFFICIENCY

The desire to lower costs and increase efficiency gives rise to several trends including, for example: healthcare providers increasingly seeking to treat patients in outpatient or community settings; the increasing use of digital technologies to ensure that care is as efficient and effective as possible; the acceptance of ‘good enough’ products in some circumstances; and the sector increasingly seeing efforts to cooperate across the value chain. As an example, the UK National Health Service (NHS) is automating data exchange between its institutions and suppliers and has mandated all suppliers to provide pricing information through the Global Data Synchronization Network (GDSN) by October 2018 (NHS, Feb 2016).


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GOVERNMENTS, REGULATIONS & COMPLIANCE

Governments and other public bodies are key stakeholders in our marketplace.

In the US, where healthcare spending is higher as a percentage of GDP than most other countries, politicians and regulators are focused on reducing cost and simplifying the regulatory burden on the industry. Although common ground is hard to find, there is a general consensus that the US healthcare system needs to be restructured.

In 2017, the European Union reached agreement on a new set of Medical Device Regulations which entered into force on 25 May 2017. These have a three-year transition period; therefore will fully apply in EU Member States from 26 May 2020. These regulations will impose tougher requirements of market entry and post market surveillance of medical devices. Although healthcare systems are less costly in Europe than in the US, strained government budgets and demographic challenges are driving an increased focus on value-based healthcare and requirements to demonstrate the value of innovation through evidence. Additionally, some uncertainty exists around the UK’s exit from the European Union where the regulatory impact is not yet clear.

In China, which in recent years has focused on, and succeeded with, increasing access to healthcare, there is a strong focus on compliance and cost control. In 2017 the country introduced the two invoices system which effectively limits length of the supply chain thus increasing transparency and lowering cost to the end consumer. Also in 2017 Chinese regulators initiated a process to lower prices on medical devices. The initial focus of these efforts is on hip implants, drug-eluting stents and implantable cardioverter-defibrillators (ICDs).

The major regulatory agencies for Smith & Nephew’s products include the Food and Drug Administration (FDA) in the USA, the Medicines and Healthcare products Regulatory Agency (MHRA) in the UK, the Ministry of Health, Labour and Welfare in Japan, the China Food and Drug Administration and the Australian Therapeutic Goods Administration.

Legislation covering corruption and bribery, such as the UK Bribery Act and the US Foreign Corrupt Practices Act, applies to all our global operations. We, and other companies in the industry, are subject to regular inspections and audits by regulatory agencies and notified bodies, and in some cases remediation activities have required, and will continue to require, significant financial and resource investment.

SEASONALITY

Orthopaedic reconstruction and sports medicine procedures tend to be higher in the winter months when accidents and sports related injuries are highest. Elective procedures tend to slow down in the summer months due to holidays. Due to the nature of our product range, there is little seasonal impact on our Advanced Wound Management franchises.

In the US, out-of-pocket costs for health insurance plans are tied to medical expenses in a calendar year. As a result, households who have reached their deductible (or out-of-pocket) cap may find that accessing care later in the year comes at a lower cost, which can encourage more of them to try and schedule any required treatments or procedures in the final months of any given year.

COMPETITION

Across our franchises we have a number of competitors which differ with respect to both product focus, geographic reach and overall scale. Whereas our key surgical competitors are generally larger and more exposed to the US, our key wound competitors are generally not US centric.

In Orthopaedic Reconstruction and Trauma we are one of four leading players as we compete against Stryker (US), Zimmer Biomet (US) and Johnson & Johnson (US). In Sports Medicine we hold a leading position behind Arthrex, while also competing against the aforementioned companies.

Our Advanced Wound Management business is the second largest in our marketplace. We lead the somewhat fragmented Advanced Wound Care sub-segment alongside Mölnlycke (Sweden). In Advanced Wound Devices we are the primary challenger to US based NWPT incumbent Acelity (US). In Advanced Wound Bioactives our key products lead their respective categories.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MARKET SIZE1

 

 

 

 

 

 

 

 

 

$5.5bn

+6%

 

 

$8.5bn

+5%

 

 

$14.5bn

+2%

 

 

$5.5bn

+4%

Sports Medicine2

 

 

Advanced Wound Management

 

 

Hip & Knee Implants (Recon)

 

 

Trauma & Extremities

Picture 110

 

 

Picture 108

 

 

Picture 107

 

 

Picture 104

A

SMITH & NEPHEW

22%

 

 

A

SMITH & NEPHEW

15%

 

 

A

SMITH & NEPHEW

11%

 

 

A

SMITH & NEPHEW

9%

B

ARTHREX

32%

 

 

B

ACELITY

17%

 

 

B

ZIMMER BIOMET

33%

 

 

B

DEPUY SYNTHES3

45%

C

DEPUY (MITEK)3

14%

 

 

C

MOLNLYCKE

10%

 

 

C

DEPUY SYNTHES3

21%

 

 

C

STRYKER

26%

D

STRYKER

11%

 

 

D

CONVATEC

7%

 

 

D

STRYKER

20%

 

 

D

ZIMMER BIOMET

11%

E

OTHERS

21%

 

 

E

OTHERS

51%

 

 

E

OTHERS

15%

 

 

E

OTHERS

9%

1   Data used in 2017 estimates generated by Smith & Nephew is based on publicly available sources and internal analysis and represents an indication of market shares and sizes.

2   Representing access, resection and repair products.

3   A division of Johnson & Johnson.

 

 


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     OPERATIONAL REVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

OUR PRODUCTS

THE PRODUCTS WE
TAKE TO MARKET

Smith & Nephew has nine global product franchises

Picture 177

A

KNEE IMPLANTS

$984m

B

HIP IMPLANTS

$599m

C

TRAUMA & EXTREMITIES

$495m

D

SPORTS MEDICINE JOINT REPAIR

$627m

E

ARTHROSCOPIC ENABLING TECHNOLOGIES

$615m

F

OTHER SURGICAL BUSINESSES

$189m

G

ADVANCED WOUND CARE

$720m

H

ADVANCED WOUND BIOACTIVES

$342m

I

ADVANCED WOUND DEVICES

$194m

KNEE
IMPLANTS

Picture 2

2017 revenue

$984m

+6%

Reported

+5%

Underlying1

Smith & Nephew offers an innovative range of products for specialised knee replacement procedures. Knee replacement surgery involves replacing the worn, damaged or diseased portion of a knee with an artificial joint. Every year more than two million patients receive total, partial or revision knee replacements worldwide.

Smith & Nephew’s knee systems include the LEGION/GENESIS II Total Knee System, a comprehensive system designed to allow surgeons to address a wide range of knee procedures, and our JOURNEY II family of Active Knees. The anatomical shape of the JOURNEY II is designed to reproduce normal knee kinematics and thereby delivers improved functional outcomes and high patient satisfaction.

In 2017 we progressed the limited market release of our JOURNEY II XR, an innovative bi-cruciate retaining knee implant, which is designed to retain the anterior and posterior cruciate ligaments (ACL/PCL) and deliver normal perception of movement and muscle control2.

These systems also feature VERILAST™ Technology, our advanced bearing surface. The LEGION Primary Knee with VERILAST Technology has been laboratory-tested to 30 years of simulated wear. While lab testing is not the same as clinical performance, the tests showed significant reduction in wear compared to conventional technologies.

Our knee systems utilise our VISIONAIRE™ Patient-Matched Instrumentation, whereby a patient’s MRI and X-Rays are used to create customised cutting guides that allow the surgeon to achieve optimal alignment of the new implant.

In 2017 we expanded the geographic scope of the ANTHEM Total Knee System, which, alongside the ORTHOMATCH Universal Instrumentation Platform, has been designed to provide a wider market access to affordable knee treatment. ANTHEM is tailored to meet the anatomical needs of patients from Asia, the Middle East, Africa and Latin America and the ORTHOMATCH instrumentation platform reduces weight, footprint and unnecessary cost without compromising on quality or clinical outcomes. In 2017 we expanded the geographic scope of the system which is now available in many markets including India, South Africa, Mexico, Colombia, Chile, Russia and the Middle East. We began the limited market release of a cruciate retaining version in 2017.

In early 2017 we launched the NAVIO Total Knee Arthroplasty (TKA) system, adding to the indications offered on our leading robotics platform. In the fourth quarter, we initiated the limited market release for the NAVIO XR system, which we believe will be a key technology enabler for the JOURNEY II XR knee. The robotics team continues to expand to major geographies such as India, South Africa and Australia. For more information on NAVIO see page 22.

In 2017 performance in this franchise was driven by strong demand for the JOURNEY II Total Knee System supported by growth from the LEGION Revision Knee System and ANTHEM Total Knee System.

1    These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

2    Moro-Oka, Taka-Aki, Marc Muenchinger, Jean Pierre Canciani, and Scott A Banks. ‘Comparing in Vivo Kinematics of Anterior Cruciate-retaining and Posterior Cruciate-retaining Total Knee Arthroplasty’. Knee Surgery, Sports Traumatology, Arthroscopy 15.1. (2007):93:99 Web.


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19

Picture 157

 RENEWING 
 ACTIVE LIFESTYLE 

Today’s fastest growing segment of knee replacement patients is seeking a return to a more active lifestyle1

Traditional knee replacement options don’t meet the need for higher functionality, improved motion or long-term durability2,3,4,5. Most significantly, these systems fall short in providing a return to a normal pattern of motion meaning less satisfaction for patients.

For orthopaedic surgeons seeking treatment solutions beyond traditional knee replacements, JOURNEY II Active Knee Solutions have been engineered to empower patients to return to an active lifestyle.

JOURNEY II is a seamless, next generation family of partial and primary knee designs, including a new bi-cruciate retaining JOURNEY II XR. JOURNEY II is intended to restore patients to an unmatched level of function, motion and durability.

HIP
IMPLANTS

Picture 62

2017 revenue

$599m

0%

Reported

0%

Underlying1

Smith & Nephew’s Hip Implants franchise offers a range of specialist products for reconstruction of the hip joint. This may be necessary due to conditions such as arthritis causing persistent pain and/or as a result of hip fracture. Every year more than two million patients worldwide undergo total, resurfacing and revision hip replacement procedures.

For Hip Implants, Smith & Nephew has developed a range of primary hip systems. Core systems include the ANTHOLOGY™ Hip System, SYNERGY™ Hip System, the POLARSTEM Femoral Hip System, the R3 Acetabular System and the POLARCUP™ Dual Mobility Hip System. This diversity exemplifies our commitment to providing surgeons with implant and instrumentation options that meet the specific demands of their patients and preferred surgical approach, most notably the direct anterior or posterolateral approach.

We also market the BIRMINGHAM HIP Resurfacing (BHR) System, an important option for surgeons treating suitable patients.

Smith & Nephew’s portfolio also includes the REDAPT Revision Femoral System.

The need to perform a revision can occur for a variety of reasons including infection, dislocation, or failure of the implants to achieve biologic fixation. REDAPT is designed to turn such complex hip revisions into efficient, reproducible surgeries, allowing surgeons to effectively recreate a patient’s unique functionality, while quickly and easily addressing issues such as poor bone quality.

The REDAPT Revision Femoral System comprises a monolithic stem and a Fully Porous Shell. A Fully Porous Acetabular Cup with CONCELOC™ Technology was introduced in 2016. To allow ingrowth, an additive, or 3D printing, manufacturing process is used to produce an entirely porous implant that mimics the structure of cancellous bone. The 3D printing method allows for complex design geometries that would be difficult, expensive or impossible to achieve with traditional manufacturing methods. For example, solid reinforcements can be built directly into the porous structure to provide extra strength in precise locations.

In 2017 we introduced a number of REDAPT Augments to be used in conjunction with the fully porous shell which will allow surgeons to treat more difficult acetabular revisions.

In 2017 performance in this franchise was better in the second half of the year, driven by new REDAPT Revision and POLARSTEM Cementless Stem systems.

1    These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.


RENEWING ACTIVE LIFESTYLE

1     US Department of Health and Human Services Agency (HHSA) for Healthcare Research and Quality (AHRQ) Knee Replacements Up Dramatically Among Adults 45 to 64 Years Old. AHRQ News and Numbers, November 3, 2011. Agency for Healthcare Research and Quality, Rockville, MD.

2     Phil Noble et al; Does total knee replacement restore normal knee function? 2005; CORR. (431): 157‑65.

3     Huch K, Müller KA, Stürmer T, Brenner H, Puhl W, Günther KP. Sports activities 5 years after total knee or hip arthroplasty: the Ulm Osteoarthritis Study. Ann Rheum Dis. 2005 Dec; 64 (12):1715‑20.

4     Comparing patient outcomes after THA and TKA: is there a difference? Bourne RB, Chesworth B, Davis A, Mahomed N, Charron K. Clin Orthop Relat Res. 2010 Feb; 468(2):542‑6. Epub 2009 Sep 4.

5     Functional comparison of posterior cruciate-retained versus cruciate-sacrificed total knee arthroplasty. Dorr LD, Ochsner JL, Gronley J, Perry J. Clin Orthop Relat Res. 1988 Nov; (236):36.


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     OPERATIONAL REVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

TRAUMA & EXTREMITIES

Picture 224

2017 revenue

$495m

+4%

Reported

+4%

Underlying1

Our Trauma & Extremities franchise supports healthcare professionals by pioneering solutions for surgeons to stabilise severe fractures, correct bone deformities, treat arthritis, and heal soft tissue complications.

For Trauma, the principal internal fixation products are the TRIGEN family of intramedullary (IM) nails (TRIGEN META-NAIL System, TRIGEN Humeral Nail System and TRIGEN INTERTAN), EVOS™ Plating System and the PERI-LOC™ Plating System. In 2016 we unveiled new evidence showing that the TRIGEN INTERTAN hip fracture system allows patients to experience lower risk of implant failure and re-operation; faster time to fracture union; and a high return to pre-fracture status2.

The EVOS Mini Fragment Plate and Screw System is a dedicated Trauma mini fragment system. This is a stainless steel highly versatile system with a multitude of plate geometries and longer screw lengths than standard mini fragment systems. In 2017, we introduced the EVOS Small Fragment system for lower extremity fractures and general trauma utilisation. This new system features more points of fixation and greater breadth of plate options. EVOS Small takes an evolutionary approach to simplifying and unifying small fragment plating systems.

For extremities and limb restoration, we offer the TAYLOR SPATIAL FRAME™ Circular Fixation System as well as a range of plates, screws, arthroscopes, instrumentation, resection and suture anchor products including foot and ankle and hand and wrist specialists. In addition, we introduced INVISIKNOT™, a unique syndesmotic fixation device for the ankle.

2017 saw the global launch of the ATLAS™ Hip Fracture Nail in South Africa and India. It is the first Smith & Nephew nail specifically designed for the Emerging Markets.

In 2017 performance in this franchise was driven by growth from our TRIGEN INTERTAN hip fracture system where new clinical evidence continued to support increased uptake.

1     These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

2     Smith & Nephew INTERTAN claims brochure “The evidence is in ...”

SPORTS MEDICINE JOINT REPAIR

Picture 119

2017 revenue

$627m

+7%

Reported

+6%

Underlying1

Our Sports Medicine Joint Repair franchise offers surgeons a broad array of instruments, technologies and implants necessary to perform minimally invasive surgery of the joints, including the repair of soft tissue injuries and degenerative conditions of the knee, hip and shoulder. Our franchise operates in a large, growing market where unmet clinical needs lend room for procedural and technological innovation. Smith & Nephew is well positioned both to innovate and to reach customers globally.

Key products for knee repair include the FAST-FIX™ family of meniscal repair systems, the ENDOBUTTON™ and ULTRABUTTON™ fixed and adjustable loop devices for knee ligament reconstruction, BIOSURE™ interference screws for ligament procedures, and CARGELTM for the repair of articular cartilage.

 FIRST AND ONLY 

First and only bi-cruciate retaining robotics application

2017 saw the world’s first robotics-assisted bi-cruciate retaining total knee replacement procedures, utilising our NAVIO robotics-assisted surgical system and the JOURNEY II XR bi-cruciate retaining total knee system.

The JOURNEY II XR has the potential to deliver the best possible outcome for the surgeon and patient through the preservation of important anatomical structures such as the Anterior Cruciate Ligament (ACL). The NAVIO robotics-assisted surgical system enables accurate tibial implant placement to deliver a more reproducible surgical technique. We are proud to be the only company to offer the unique combination of NAVIO robotics-assistance and the JOURNEY II XR Knee System.

Picture 229


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OPERATIONAL REVIEW     

21

For shoulder, Smith & Nephew markets a suite of products for Rotator Cuff Repair (RCR), one of the most common sports medicine procedures. These include ULTRATAPE™, a suture that provides greater tendon-to-bone contact when compared to traditional #2 suture and may enhance repair2, FIRSTPASS™ ST, a sterile-packaged retrograde suture passer that eliminates the steps of loading and unloading needles and cartridges; MULTIFIX™ S, an all-PEEK knotless screw-in anchor; and HEALICOIL™, a family of suture anchors featuring open architecture that allows new bone to fill the fenestrations between screw threads. All these products can be used together or in conjunction with other existing products from the Smith & Nephew portfolio in a single procedure, significantly expanding the breadth of our RCR Solutions.

In 2017 we acquired Rotation Medical, Inc., the developer of a novel tissue regeneration technology for RCR, for an initial cash consideration of $125 million and up to $85 million over the next five years, contingent on financial performance. The Rotation Medical Rotator Cuff System incorporates a breakthrough technology and technique that balances biomechanics and biology to enhance the body’s natural healing response, helping tendons heal by inducing growth of new tendon-like tissue4,5,6. Rotation Medical is highly complementary to our Sports Medicine portfolio, serving an unmet clinical need and providing a compelling new treatment option for our customers.

The Smith & Nephew joint repair portfolio includes two next-generation anchors made of soft, all-suture material – Q-FIX™ and SUTUREFIX™. The Q-FIX All-Suture Anchor is ideal for a variety of arthroscopic shoulder and hip repairs, offering fixation performance superior to commonly used all-suture anchors and traditional anchors7,8. The SUTUREFIX Ultra anchor is an attractive option for procedures in which anatomic space is very limited9 while still delivering high fixation strength10,11,12.

Smith & Nephew offers joint repair implants made from REGENESORB™, including versions of the HEALICOIL™ suture anchors for shoulder repair and BIOSURE™ interference screws for knee repair. REGENESORB™ is an advanced biocomposite material shown to be absorbed and completely replaced by bone within 24 months in pre-clinical studies13,14.

Smith & Nephew supports specific joint repair procedures for shoulder, knee and hip with a line of instruments, positioners and holders, including SPIDER2™/T-MAX procedure-enabling limb positioning systems and ACUFEX™ Hand Held Instruments.

In 2017 performance in this franchise was driven by strong demand for our leading shoulder repair portfolio.

ARTHROSCOPIC
ENABLING TECHNOLOGY

Picture 117

2017 revenue

$615m

-3%

Reported

-3%

Underlying1

Our Arthroscopic Enabling Technologies (AET) franchise includes high definition imaging solutions, industry leading energy based and mechanical resection platforms, and fluid management and access portfolios.

AET platforms work in concert to facilitate access to various joint spaces, visualise the patient’s anatomy, resect degenerated or damaged tissue and prepare the joint for a soft tissue repair. Products in this franchise are often used in conjunction with products from our Sports Medicine Joint Repair franchise.

Key AET products include the LENS™ Integrated visualisation system which provides outstanding image quality and functionality in a simple three-in-one Console (CCU, LED Light Source and Image Management System), Camera Head and iPad application.

We also offer the WEREWOLF and QUANTUM™ 2 COBLATION™ controllers and a wide range of high performance COBLATION Technology radio frequency (RF) wands to precisely ablate, resect and coagulate soft tissue and enable haemostasis of blood vessels.

The WEREWOLF COBLATION System is the latest innovation in our market-leading COBLATION technology. Featuring an all new controller and designed to support a broad variety of wands, WEREWOLF delivers an unparalleled range of performance capabilities and advanced safety features – WEREWOLF carries broad indications across Sports Medicine.

DYONICS™ Shaver blades provide superior resection due to their sharpness and reduce clogging with their debris evacuation capabilities, GoFLO™ and Double® Pump RF fluid management consoles expand the joint space while providing haemostasis and maintaining the saline environment necessary to perform arthroscopic procedures.

Within an operating room, our AET products are typically kept together in an arthroscopic tower, often comprising a visualisation or camera system, COBLATION or energy based resection controllers, mechanical resection or blade controllers and fluid management or pump components. Because of the strong link between the arthroscopic tower and consumables, we will showcase our industry leading tower components, such as LENS, COBLATION and DYONICS shaver blades, when selling the broader Sports Medicine portfolio.

In 2017 performance in this franchise was impacted by continued softness in mechanical resection and the legacy RF technology during the year. Our new LENS visualisation system and WEREWOLF COBLATION system are growing in share within our portfolio and we expect a gradual improvement in 2018.

1    These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

2    Shive, M., MD, et al. BST-CarGel Treatment Maintains Cartilage Repair Superiority over Microfracture at 5 Years in a Multicenter Randomized Controlled Trial. Cartilage 2015; Vol 6(2) 62‑72.

3    Potter L, Moore C. Increased contact area utilizing the ULTRATAPE Suture for rotator cuff repair. Bone&JointScience: Our Innovation in Focus. 2014;4(3):1‑4. Lit no: 02056.

4    Preliminary investigation of a biological augmentation of rotator cuff repairs using a collagen implant: a 2‑year MRI follow-up Bokor, Sonnabend, Deady, Cass, Young, Van Kampen, Arnoczky published in Muscles, Ligaments and Tendons Journal 5(3):144‑150 (2015).

5    Histologic Evaluation of Biopsy Specimens Obtained After Rotator Cuff Repair Augmented With a Highly Porous Collagen Implant Arnoczky, D.V.M., Shariff K. Bishai, D.O., M.S., F.A.O.A.O., Brian Schofield, M.D., Scott Sigman, M.D., Brad D. Bushnell, M.D., M.B.A., Jan Pieter Hommen, M.D., and Craig Van Kampen, Ph.D. Arthroscopy: The Journal of Arthroscopic and Related Surgery, 33(2):278‑283 (2016).

6    Evidence of healing of partial-thickness rotator cuff tears following arthroscopic augmentation with a collagen implant: a 2‑year MRI follow-up. Bokor, Sonnabend, Deady, Cass, Young, Van Kampen, Arnoczky. Muscles, Ligaments and Tendons Journal 6(1):16‑25 (2016).

7    ArthroCare Report #P/N 54231‑01 Rev. A; ArthroCare Report #P/N 49193‑01 Rev. A; ArthroCare Report #P/N 51963‑01 Rev. A.

8    Douglass NP, Behn AW, Safran MR. Cyclic and Load to Failure Properties of All-Suture Anchors in Synthetic Acetabular and Glenoid Cancellous Bone. Arthroscopy (26 January 2017).

9    Smith & Nephew Evaluation Reports 15002113, 15002112, 15002117.

10  Smith & Nephew 2011. Validation REPORT ULTRABRAID II SUTURE – BIOCOMPATIBILITY – 15001076.

11  Smith & Nephew 2013. Competitive Claims REPORT, SutureFix – 15002059.

12  Smith & Nephew 2013. Validation REPORT, Hip Suturefix XL – 15001076.

13  Data on File, Smith & Nephew report 15000897.

14  Results of in vivo simulation have not been shown to quantitatively predict clinical performance.


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     OPERATIONAL REVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

OTHER SURGICAL BUSINESSES

Picture 121

2017 revenue

$189m

-11%

Reported2

+7%

Underlying1

The Other Surgical Businesses franchise includes our Ear, Nose & Throat (ENT) business and the NAVIO robotic surgical business, acquired at the start of 2016.

In ENT we offer surgeons a wide variety of market leading technologies to address some of the most common pathologies in otolaryngology. Our COBLATION technology has been used to remove tonsils and adenoids for over 15 years and is preferred by surgeons and patients for its ability to remove tissue at low temperatures with minimal damage to surrounding tissue.

With its ease of use and strong clinical history, COBLATION Technology is also marketed for use in turbinate and laryngeal procedures.

Our RAPID RHINO™ Carboxymethylcellulose (CMC) Technology is featured in both dissolvable and removable nasal and sinus dressings and epistaxis treatment products. When mixed with water, CMC forms a cushioning gel that naturally drains from the body after several days and supports healing by maintaining a moist physical environment.

The NAVIO Surgical System is a next generation handheld robotics platform designed to aid surgeons with implant alignment, ligament balancing and bone preparation. Furthermore, the NAVIO robotics-assisted system does not require a preoperative image, such as a CT scan. This allows patients to receive the benefits of robotics-assistance without the extra steps, costs and radiation associated with additional preoperative imaging.

In 2017 we successfully expanded the NAVIO platform into total knees, which comprise 80% of all knee replacement surgeries globally. The total knee arthroplasty (TKA) application supports Smith & Nephew’s JOURNEY II, LEGION Primary and GENESIS II Total Knee Systems.

Also during 2017 surgeons completed the world’s first robotics-assisted bi-cruciate retaining total knee replacement procedures. With this launch, NAVIO now offers both partial and total knee options that include the first and only robotics-assisted bi-cruciate retaining knee procedure, commercially available today.

In 2017 performance in this franchise was driven by the Ear, Nose & Throat business and continued demand for our hand-held robotics NAVIO Surgical System including the new Total Knee Application. The decline in reported revenues reflects the impact of the disposal of the Gynaecology business in 2016.

ADVANCED
WOUND CARE

Picture 233

2017 revenue

$720m

0%

Reported

0%

Underlying1

The Advanced Wound Care (AWC) franchise consists of several groups of brands, including exudate management, infection management and our cornerstone range of products.

Exudate management products focus on providing appropriate wound fluid absorption and evaporation properties to promote an optimal wound healing environment. This will reduce the burden a wound has on the patients and help them to get on with their lives and at the same time diminish costs for materials and nursing time.

Our key growth brand in this space is ALLEVYN LIFE, an innovative dressing designed to improve the quality of life for patients with chronic wounds, as well as helping healthcare professionals reduce the costs of frequent dressing changes. Further research was published in 2017, with a Randomised Controlled Trial (RCT) showing how the use of ALLEVYN LIFE, when combined with standard care, reduced the rate of pressure ulcers in the sacrum by 71%3.

Silver and iodine drive our infection management portfolio.

Our silver-based products (ACTICOAT, DURAFIBER™ Ag and ALLEVYN Ag) provide clinicians with a range of solutions to address individual patient needs in managing wound infection. ACTICOAT is well positioned to address the need for highly effective, fast-acting local antimicrobials in the care of serious infection on a wide range of wounds, including surgical incisions and chronic wounds.

Our cadexomer iodine based product, IODOSORB™, has a unique mode of action to deliver low level, slow release elemental iodine without cytotoxic effects and effectively eradicates biofilms. A recent expert consensus showed biofilms contribute to the delay in healing of chronic wounds4.

Smith & Nephew’s cornerstone range offers a wide selection of wound care products, which means we have one of the most comprehensive ranges of wound care solutions in the industry. These products include our film and post-operative dressings, skincare products and gels.

OPSITE�� is one of our most pioneering products and has become the global standard of care in post-operative dressings. IV3000™, a specialist premium dressing for intravenous lines, continues to perform well. PROSHIELD™ & SECURA™ are proven preventative skin care products which help maintain and protect skin integrity.

In 2017 performance in this franchise was impacted by softer market conditions in Europe, which offset strong growth in the US.

1   These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

2   Reflects reduction in revenue following sale of Gynaecology business in 2016 (2016 Gynaecology revenue: $37m).

3    Forni C., D’Alessandro F., Gallerani P., Genco R., Bolzon A,, Bombino C., Mini S., Rocchegiani L., Notarnicola T., Vitullia A., Amodeo A., Celli G. Effectiveness of Using a New Polyurethane Foam Multi-layer Dressing in the Sacral Area to Prevent the Onset of Pressure Ulcer in the Elderly with Hip Fractures. Poster presented at EPUAP 2017.

4    Schultz G., Bjarnsholt T., James G. A., Leaper D. J., McBain A. J., Malone M., Stoodley P., Swanson T., Tachi M., Wolcott R. D. for the Global Wound Biofilm Expert Panel. Consensus guidelines for the identification and treatment of biofilms in chronic non-healing wounds International Journal of Tissue Repair and Regeneration (in press).


SMITH & NEPHEW ANNUAL REPORT 2017

OPERATIONAL REVIEW     

23

Picture 184

 OWN THE DISEASE 

Helping customers get closer to zero...

Smith & Nephew supports healthcare professionals in reducing the human and economic cost of wounds through pioneering solutions that improve outcomes and at the same time conserve resources for health systems. Our aim is to help our customers get closer to zero surgical site complications, pressure ulcer incidence, delay in wound healing, diabetic foot amputations, and waste of healthcare. Customer insights have confirmed the need to augment our treatment offering with solutions that support the clinician in making informed decisions and achieving consistency of practice.

In 2017 we entered two distribution relationships for innovative products in the Pressure Ulcer Prevention and Infection Management categories – Leaf and MolecuLight i:X – which extended our solutions beyond treatment options.

LEAF

An estimated 2.5 million pressure ulcers/injuries are treated each year in US acute care facilities alone1, with the cost to treat a single full thickness pressure ulcer/injury as high as $70,0002 and an estimated annual burden of $11 billion3. Proven prevention strategies focus on protecting vulnerable areas, maintaining skin integrity and consistent offloading through patient turning.

However, despite the best efforts, maintaining these schedules with a consistent execution is often difficult. In particular, turning regimes for patients at high risk can be difficult to adhere to, going against the latest best practice guidance. The Leaf Patient monitoring system is a patient worn wireless sensor which monitors the patient’s position. The constant processing of the positional data facilitates real time alerts to patient needs and turning schedules. This data can help reduce the incidence of hospital-acquired pressure injuries and help improve operational efficiency as part of a full protocol of care.

In an independently conducted RCT4 evaluating optimal patient turning, Leaf induced a 43% relative increase in turning protocol compliance in high-risk patients. Patients treated with Leaf were 73% less likely to develop a pressure injury.

MOLECULIGHT i:X

Currently wound assessments are made with the naked eye which can lack the accuracy required to most effectively guide clinical decision making.5 Using fluorescence, MolecuLight i:X quickly, safely, and easily visualises potentially harmful bacteria6,7,8 in wounds which may otherwise lack signs or symptoms of infection. It enhances a clinician’s ability to choose the right therapy, at the right time for their patient6,7 and can help to guide wound sampling and debridement6,9,10, monitor wound progression7,8, improve patient engagement5,9 and simplify wound documentation6.

Clinical data from wound assessments demonstrates that incorporating the MolecuLight i:X into standard of care facilitated more objective medical decision making and led to up to nine times faster wound healing6 and 54% more accurate swabbing.11 MolecuLight i:X is not yet available in the US.

1    Sen et al. Wound Rep Reg 2009. 17:763‑771.

2    Reddy et al. Preventing Pressure Ulcers: A Systematic Review. JAMA, August 23/30 2006 Vol 296, No 8 (Reprinted).

3    Russo et al. Hospitalizations Related to Pressure Ulcers, 2006. HCUP Statistical Brief #64. December 2008.  Agency for Healthcare Research and Quality, Rockville, MD. http://www.hcup-us.ahrq.gov/reports/statbriefs/sb64.pdf.

4    Pickham D. et al. Effect of a wearable patient sensor on care delivery for preventing pressure injuries in acutely ill adults: A pragmatic randomized clinical trial (LS-HAPI study). International Journal of Nursing Studies 80 (2018) 12–19.

5    Hoeflok J et al. Pilot clinical evaluation of surgical site infections with a novel handheld fluorescence imaging device. Proceedings of the Annual Military Health System Research Symposium (MHSRS); 2014 Aug 18–21; Fort Lauderdale, FL.

6    DaCosta RS et al. Point-of-care autofluorescence imaging for real-time sampling and treatment guidance of bioburden in chronic wounds: first-in-human results. PLoS One. 2015 Mar 19;10(3).

7    MolecuLight Inc. PN 1189 MolecuLight i:X User Manual. 2016.

8    MolecuLight Inc. Case Study 0051 Track Wound Size and Bacterial Presence with the MolecuLight i:X. 2016.

9    Raizman R. Point-of-care fluorescence imaging device guides care and patient education in obese patients with surgical site infections. Presented at: CAWC 2016. Proceedings of the Annual Canadian Association of Wound Care Conference (CAWC); 2016 Nov 3‑6, Niagara Falls, ON.

10  Raizman R. Fluorescence imaging positively predicts bacterial presence and guides wound cleaning and patient education in a series of pilonidal sinus patients. Proceedings of the Annual Wounds UK Conference; 2016 Nov 14‑16; Harrogate, UK.

11  Ottolino-Perry K et al. Improved detection of wound bacteria using fluorescence image guided wound sampling in diabetic foot ulcers. Int Wound J. 2017 Feb 28. doi: 10.1111/iwj.12717.


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SMITH & NEPHEW ANNUAL REPORT 2017

ADVANCED
WOUND BIOACTIVES

Picture 131

2017 revenue

$342m

0%

Reported

0%

Underlying1

Our Advanced Wound Bioactives (AWB) franchise focuses on the commercialisation of novel, topical biologic and skin substitute products that provide a unique approach to debridement, dermal repair and tissue regeneration.

Currently, our AWB portfolio includes Collagenase SANTYL Ointment (the only FDA-approved biologic enzymatic debriding agent for chronic dermal ulcers and severe burns), OASIS® Wound Matrix and Ultra Tri-Layer Matrix (naturally-derived, extracellular matrix replacement products indicated for the management of both chronic and traumatic wounds) and REGRANEX® (becaplermin) Gel 0.01% (an FDA-approved platelet-derived growth factor for the treatment of lower extremity diabetic neuropathic ulcers).

Our most significant product by sales is SANTYL Ointment, which plays an integral role in removing necrotic or dead tissue in chronic dermal ulcers (such as pressure ulcers, diabetic ulcers, and venous ulcers) and severely burned patients.

SANTYL Ointment is often considered as the reference debridement product, especially in the hospital and nursing home markets. Additionally, in 2017 we continued to see growth in the use of SANTYL Ointment by office-based physicians and have been able to stabilise the nursing home market.

We continue to focus on further establishing the value of SANTYL Ointment in treating patients. We are also working to lower overall treatment costs, improve outcomes and patient satisfaction, and further educate physicians, patients, and payers on the critical role that SANTYL Ointment plays in moving patients forward through the healing process.

The wound bioactives market growth continues to be impacted by changes in the reimbursement landscape that are driving increases in out-of-pocket expenses for patients and access in general across all sites of care.

The US is the largest market and represents the current focus for our AWB franchise. SANTYL Ointment is also available in Canada. OASIS is accessible in a number of other Established MarketsMarkets.

In 2017 performance in this franchise reflected SANTYL returning to growth in the second half of the year as it benefited from new analysis of its effectiveness in advancing pressure ulcers through the healing process offset by the reimbursement environment for OASIS which remained a headwind, as expected.

ADVANCED
WOUND DEVICES

Picture 129

2017 revenue

$194m

+13%

Reported

+13%

Underlying1

Our Advanced Wound Devices (AWD) franchise is comprised of our Negative Pressure Wound Therapy (NPWT) and surgical debridement businesses.

The PICO system, our pioneering single-use, canister-free NPWT solution brings the effectiveness of traditional NPWT in a modern, small portable system2. It is designed for both open wounds such as pressure ulcers and closed incisions and leverages our leading dressing technology.

In 2017 the evidence base supporting PICO in our target surgical indications continued to build. A Level 1 meta-analysis containing 10 Randomised Controlled Trials and 1,863 patients demonstrated significant reduction in surgical site infections (58% reduction, p<0.0001), significant reduction in dehiscence (26% reduction, p<0.01) and significant reduction in length of stay (0.47 days reduction, p<0.0001)3. This summation of the evidence demonstrates the positive impact PICO is having on patient outcomes and system costs.

For our traditional NPWT system, RENASYS™, evidence was published demonstrating the effectiveness in the treatment of challenging wounds and its compatibility with ACTICOAT, where high bacterial burden is impacting wound progression4.

This franchise also includes the VERSAJET™ Hydrosurgery system, a surgical debridement device used by surgeons to excise and evacuate non-viable tissue, bacteria and contaminants from wounds, burns and soft tissue injuries.

In 2017 performance in this franchise was led by PICO, which continued to perform strongly across the year.

1    These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

2    Hurd, T., et al. Use of a portable, single use, negative pressure wound therapy device in home care patients with low to moderately exuding wounds. A case series. Ostomy Wound Management. March 2014. Vol.60. Issue 3.

3    V. Strugala & R. Martin, Meta-analysis of comparative trials evaluating a prophylactic single-use negative pressure wound therapy system for the prevention of surgical site complications. Surgical Infections (2017). DOI 10.1089/sur.2017.156.

4    Hurd, T., et al. A Retrospective Comparison of the Performance of Two Negative Pressure Wound Therapy Systems in the Management of Wounds of Mixed Etiology. Adv Wound Care (New Rochelle). 2017 Jan 1;6(1):33–37.


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OUR RESOURCES

THE RESOURCES WE NEED TO DELIVER OUR PRODUCTS

OUR PEOPLE

Engaging, developing and retaining our more than 15,000 employees is important to us and we work hard to be a great place to work as well as a responsible corporate citizen.

Picture 133  SEE OPPOSITE


RESEARCH & DEVELOPMENT

Innovation is part of our culture and we invest 5% of our revenue to develop new products that will help to improve patients’ lives.

Picture 138  PAGE 28


MANUFACTURING & QUALITY

We operate our global manufacturing efficiently, and to the highest possible standards, to ensure product quality at competitive pricing.

Picture 139  PAGE 29


SALES & MARKETING

We support our customers in over 100 countries. Our commercial teams are highly specialised with an in-depth knowledge across the full range of product franchises.

Picture 140  PAGE 30


ETHICS & COMPLIANCE

We are committed to doing business the right way and apply strict business principles to the way we deal with our customers and partners.

Picture 141  PAGE 32


TRAINING & EDUCATION

Every year, thousands of healthcare professionals attend our training courses around the world. Education is fundamental to how we support our customers.

Picture 143  PAGE 32

 

 OUR
 PEOPLE

EmergingWE ARE PIONEERS WITH A PURPOSE

Smith & International MarketsNephew is a company of pioneers, extending access to advanced medical technologies and enabling better outcomes for patients globally. We’ve been doing this since 1856.

 

 CELEBRATING EXCELLENCE 

The CEO Awards salute employees at all levels who make outstanding contributions for the benefit of Smith & Nephew.

In 2017 Lorraine Belleville, a Packaging Operator and Team Coordinator at our Mansfield facility in the US, was recognised for her significant contributions to Mansfield’s improvement of ‘Finished Goods’ production by nearly 30% since 2016. Lorraine took initiatives to improve the flow of work at the facility by introducing important tools such as a tracking scheme, daily production sheet and visual management.

Picture 199


 

Business Operations

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WE ENCOURAGE AND REWARD HIGH PERFORMANCE

We set ambitious targets and we achieve them by creating a sense of purpose and urgency. While achievement of these targets is crucial, our Performance Management Process measures not only what was achieved, but also that the behaviours displayed in doing so match our core values.

Smith & Nephew’s compensation philosophy is to pay for performance. This means compensating employees for sustained performance that helps deliver timely and tangible results to drive the business forward. By following this philosophy we have found that we not only attract, retain, and motivate talent, but it also helps drive better business results and provides an equitable work environment. We are Living Wage Accredited in the UK, voluntarily paying above the government required minimum as we believe employees should receive fair compensation for the work they do.

The Company’s ‘Going the Extra Mile’ global employee recognition programme is used by executives, managers and employees alike to recognise and reward performance and our corporate values.

We are committed to working with employees to develop each individual’s talents, skills and abilities.

Employee advancement is merit-based, reflecting performance as well as demonstration of core competencies which include our values, with an emphasis on ethics and integrity. We prioritise the development and promotion of existing employees whenever possible. Each year Smith & Nephew conducts a comprehensive global development and capability review process to identify high potential employees and ensure they have well defined career development plans. The Board reviews succession plans for key executive roles and such plans are in place for other critical positions across our business.

In 2017, we added to our development programme three new opportunities: Leadership Edge, Pioneer and Continuous Learning Journeys. In 2017, 560 employees have participated in these programmes. These are designed to embed and enhance essential leadership skills for new and experienced managers, respectively through a combination of guided and self-service learning tools. Our ‘myLearning’ self-directed online learning portal was nominated for a Learning Technologies Award for the ‘Best Online Distance Learning Programme’ this year.

Employees are provided with opportunities to develop their skills and career through new assignments and on the job experiences.

Picture 251

 BUILDING A LEADERSHIP CAREER 

Laura Whitsitt has built a leadership career at Smith & Nephew.

Laura Whitsitt began her career at Smith & Nephew as an intern in product development. Thirty years later and now Senior Vice President of Research & Development for Orthopaedics, Laura says she still sees opportunities for growth and development. “I am often asked why I have stayed at the same company for so long. It’s important to me to learn and grow and be challenged, and I’ve always had those opportunities at Smith & Nephew.”

In the male-dominated industry of orthopaedics, Laura says she has always felt respected for her expertise. Among the highlights of her career is designing the Company’s first and only spinal systems and managing them through to successful launch.

Far from a barrier, Laura believes her perspective as a female leader has worked in her favour, and has added value. “As a woman I bring a different viewpoint to the table, and that’s especially important in R&D,” she says.

Laura says she has seen real progress over her career in adding more female leaders to the ranks at Smith & Nephew, but there is more to do. “Mentoring has been very valuable, and I have certainly seen a positive change in the number of females in managerial roles. The more diversity we have at higher levels of the Company, the more momentum we have to build on.”

 

 

 

NUMBER OF EMPLOYEES1 2017

15,933

59%

41%

Total employees

Male

Female

804

74%

26%

Senior managers2 and above

Male

Female

12

75%

25%

Board of directors

Male

Female

1    Number of employees at 31 December including part time employees and employees on leave of absence.

2    Senior managers and above includes all employees classed as Directors, Senior Directors, Vice Presidents and Executive Officers and includes all statutory directors and Directors of our subsidiary companies.


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WE FOSTER AND EMBRACE DIVERSITY OF EXPERIENCE, BACKGROUND AND IDEAS

Smith & Nephew’s global diversity and inclusion programme, called ‘Valuing Difference’, is designed to highlight the value of bringing different ideas and perspectives in from our work and personal experiences. Through storytelling and manager tools and discussion guides, the programme encourages open dialogue and an appreciation of the benefits of diverse teams.

We believe that diversity fuels innovation and are committed to employment practices based on equality of opportunity and the ability of the person to perform the essential functions of the job, regardless of colour, creed, race, national origin, sex, age, marital status, sexual orientation or mental or physical disability.

When we recognise and appreciate these differences, they can help us better reflect the wide range of cultures, customers, and patients we serve, so we can better meet their needs and be a better business – thereby building credibility with all. Diversity is regarded as an asset and it is further guarded by our global policies regarding ‘Diversity and Inclusion’ and ‘Respectful Workplace’.

Our Valuing Difference Programme is sponsored by Chief Executive Officer Olivier Bohuon, and Steering Committee members include our Chief Human Resources Officer, Members of the Executive Committee and Regional Presidents. Together, the committee agrees the strategy which is then executed at the regional and country-level in order to have the greatest possible impact.

Local diversity councils meet regularly and work to translate strategy to local needs, execute specific actions and share best practice.

An example of a Valuing Difference Initiative is the ‘Elevate’ programme, which was attended by more than 275 female professionals in 2017. Elevate is specifically designed to develop our female leaders and includes a mix of skill development and motivational support. The programme has been highly successful, with the majority of participants stating they prioritise making time to attend the monthly webinar sessions and more than one-third promoted or changed roles in the past year.

Gender diversity and equity are important areas of focus for us. Our goal is to have 33% women in senior management positions by 2020, in accordance with best practice as defined in the Hampton Alexander Report. Currently just over a quarter of senior management roles are held by women, in line with the FTSE100 average as defined by the 2017 Hampton Alexander Review. We are also committed to ensuring that our performance management and associated rewards are equitable and free from any unconscious gender bias. The UK government has introduced a requirement that all employers publish their gender pay ratio in the UK by 4 April 2018, which we will do on our website.

We recruit, employ and promote employees on the sole basis of the qualifications and abilities needed for the work to be performed. We do not tolerate discrimination on any grounds and provide equal opportunity based on merit. We do not use any form of forced, compulsory or child labour. We support the Universal Declaration of Human Rights of the United Nations. This means we respect the human rights, dignity and privacy of the individual and the right of employees to freedom of association, freedom of expression and the right to be heard. As a global medical technology business, Smith & Nephew recognises that we have a responsibility to take a robust approach to preventing slavery and human trafficking. Smith & Nephew is committed to preventing slavery and human trafficking in its corporate activities, and its supply chains. Our full policy on preventing slavery is available on our website.

WE DO THE RIGHT THING EVEN WHEN NO ONE IS WATCHING

All employees receive our Code of Conduct and Business ContinuityPrinciples when they join the Company, and renew their training and commitment to the Code on an annual basis.

Smith & Nephew’s Global Compliance Programme not only helps our businesses comply with laws and regulations, but also creates the culture of trust we deem essential to our success. Our comprehensive programme includes: Board and executive oversight committees; global policies and procedures; on-boarding and annual training for employees and managers; training for third-party sellers; monitoring and auditing processes; and reporting channels and recognition for demonstrating our values. Annual training is required of all employees and any stakeholders who represent Smith & Nephew.

Through our global intranet, we provide resources and tools to guide employees to make decisions that comply with the law, local industry code and our Company Code of Conduct. We require advance approval for significant interactions with healthcare professionals or government officials and we regularly assess existing and emerging risks in the countries in which we operate. See page 32 for more information on our global compliance programme.

WE VIEW INNOVATION AS AN ESSENTIAL SKILL

Innovation is owned by all of us who question the status quo, dare to propose new solutions and seek to be the best at what we do for the benefit of our customers.

At Smith & Nephew, we recognise that innovation includes the entire value chain within our organisation from R&D to engineering, manufacturing, distribution, sales, marketing, and even facility utilisation and investment strategy. We also acknowledge only a few innovations will be truly disruptive, while others will result in equally as important incremental changes. To help aid this, Smith & Nephew has introduced an Innovation Council to support its culture of innovation and signal its importance in the Company’s continued success.

The Council consists of ‘Innovation Champions’ who reflect the diversity of the Smith & Nephew employee base and have a strong appetite for trying new things. These champions will be responsible for generating creative ways to embed this value and look for opportunities to raise innovative opportunities to the leadership team and to celebrate success.


 

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WE CARE ABOUT EACH OTHER’S WELLBEING AND THE SUSTAINABILITY OF SMITH & NEPHEW

Each of us treats our Company’s resources and the world’s natural resources as if they were our own, and we take our responsibility to our communities seriously. Smith & Nephew not only applauds, but also supports the donations of employees’ time and resources.

We encourage all our employees to volunteer their time and talents by providing eight hours per year paid time for volunteer efforts. Many functions structure their team building activities around group volunteering opportunities such as Make a Wish Foundation events could disruptand the Helping Hands Project which builds prosthetic hands for amputees in third-world countries.

Charity efforts are also coordinated across entire sites, and beyond. In 2017, Smith & Nephew brought together many local companies in Hull with a ‘More Together’ initiative to raise tens of thousands of pounds for local charities. Smith & Nephew was also a major sponsor of the Hull City of Culture celebrations, with employees contributing to and benefiting from the year of activities on-site and across the city.

Our social responsibility strategy is to materially contribute to the delivery of our Company Mission by engaging employees to prioritise philanthropic resources and efforts on areas that align with our business strategy and values. Resources include product donations, matching gifts, and employee volunteerism.

We believe selection and management of charitable and non-profit organisations and activities is best accomplished at the local level within the framework of our social responsibility strategy. Each location’s Site Leadership Council and/or Camaraderie Council will design, construct, and operate the local programme, including arrangement of funding. These Councils build out the local social responsibility programme, selecting charitable organisations and activities that best engage the local employee population and underpin our Mission.

We Innovate.

We Perform.

We earn Trust.

We are Smith & Nephew.

 RESEARCH &
 DEVELOPMENT (R&D)

$223m

Investment in R&D in 2017

Smith & Nephew has a single global R&D function, led by affecting eitherthe President of Global R&D, reporting directly to the Chief Executive Officer. This team strives to increase value created by research and development by focusing on three imperatives: Disruptive Innovation that matters, flawless execution of new product development, and compelling evidence of clinical and economic value.

The Portfolio Innovation Board drives our innovation strategy and framework. This Board  identifies and selects only those projects that will make a key facility or system ormeaningful difference to our customers and their patients. This includes continuing to invest in incremental innovation to improve existing products in a largeway that improves outcomes. It also involves driving greater efficiency through innovation, potentially reducing our costs of goods. For instance, by making instrument sets more procedure and patient-specific, we will reduce complexity and cost, to the benefit of customers and the Company. Finally, by seeking more meaningfully disruptive products and services, we will harness transformational innovation to provide access to new technologies to people across the world.

Second, the team challenges itself to execute flawlessly. This means developing the right product at the right cost and quality, supported by clinical evidence, in a timely manner. Our R&D experts in the UK, US, Europe, China and India have extensive customer and sector knowledge, which is augmented by ongoing interaction with our marketing teams. Strict criteria are applied to ensure new products fulfil an unmet clinical need, have a strong commercial rationale, and are technologically feasible. The R&D function works closely with the marketing, clinical, regulatory affairs, manufacturing and supply chain management teams to ensure we can produce new products to clinical, cost and time specifications.

Finally, we look to support our innovations with compelling evidence of clinical and economic value. The global R&D function includes our Clinical, Medical and Scientific Affairs teams, led by the Chief Medical Officer. This team ensures that, from conception, plans are developed to support product launches with the evidence increasingly required by clinicians, payers and regulators. Our products undergo clinical and health economic assessments both during their development and post-launch.

During 2017 we secured a long-term partnership with the University of Hull to create one of the world’s largest Wound Care Research Clusters with the aim of developing scientific insights and innovative treatments. This includes the creation of eight PhD studentships and a programme of collaboration between Smith & Nephew’s new Hull R&D centre and the University’s new Health Campus, both of which opened in 2017.

We also announced a three-year partnership with Imperial College London to develop enhanced surgical techniques relating to ligament function, biomechanics and soft tissue injuries of the knee, including the most common injuries of torn menisci and anterior cruciate ligament rupture. See opposite page.

We also continue to invest in scouting for new technologies, identifying complementary opportunities in our core and adjacent segments. In addition, we invest in small companies developing compelling technologies in our franchise areas through our incubation fund, and provide our expertise to help the development process, including supporting clinical studies, and typically secure preferred access to technology as it nears market readiness.

In 2017, we invested $223 million in R&D, in line with our commitment, set out in 2011, to maintain our investment level at around 5% of revenue. We expect to maintain this proportion going forward, but to realise greater benefit through our new structure and strategic focus.


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Picture 255

 INNOVATING THROUGH PARTNERSHIP 

Smith & Nephew is working with Imperial College London to develop enhanced surgical techniques relating to ligament function, biomechanics and soft tissue injuries of the knee, including the most common injuries of torn menisci and anterior cruciate ligament rupture.

“The partnership with Smith & Nephew is priceless for our work. It allows a strategic attack on the unanswered biomechanical issues in knee surgery. Knowing funding is secure for three years allows a step-by-step ‘due diligence’ approach to investigating these issues rather than sporadic studies. This is the best way to translate from the lab to patient care” said Mr Andy Williams, Lead Surgical Researcher, Imperial College London and Fortius Clinic.

Meniscus repair is one of the greatest challenges of Sports Medicine. By combining the clinical expertise of Imperial College with our pioneering approach to new product development we expect to be able both to advance surgical techniques and accelerate the development of next generation products.

 MANUFACTURING
 & QUALITY

GLOBAL OPERATIONS

Smith & Nephew takes great pride in its expertise in manufacturing products to the highest quality and ensuring they reach our customers in a timely manner. We operate manufacturing facilities in a number of employees.countries across the globe, and a number of central distribution facilities in key geographical areas. Products are shipped to individual country locations which hold small amounts of inventory locally for immediate supply to meet customer requirements.

Manufacturing is a dynamic process and our Global Operation leadership team is focused on successfully supporting delivery of the Group’s strategic priorities by ensuring our footprint and expertise is ready to respond to geographical growth, new product development, greater external regulatory scrutiny and the commercial pressure to be ever more efficient.

Quality has always been paramount to Smith & Nephew. We have a unified Quality Assurance and Regulatory Affairs team to ensure consistency across our country business units. Requirements of global regulatory agencies have become more stringent in recent years and we expect them to continue to do so. We are continuing to expand our portfolio globally through new product development and by registering our existing products in new markets. In order to meet the expectations of regulators and support this added complexity we continued to invest in our Quality and Regulatory expertise in 2017.


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OUR MANUFACTURING FACILITIES

Our largest manufacturing operation is based in Memphis (Tennessee, US). The businessMemphis facilities produce key products and instrumentation in our Knee Implant, Hip Implant and Trauma franchises. These include the JOURNEY II and LEGION knees, the ANTHOLOGY Primary Hip System and key Trauma products such as the PERI-LOC Plating System, REDAPT and TRIGEN Intramedullary Nails. In addition to this, Memphis is home to the design and manufacturing process of the VISIONAIRE patient matched instrumentation sets, and OXINIUM™ Oxidised Zirconium. This patented metal alloy is available for many of our knee and hip implant systems as part of our VERILAST technology.

In Sports Medicine, our Alajuela (Costa Rica) facility, opened in 2016, manufactures COBLATION technology. Our Mansfield  (Massachusetts, US) facility manufactures products for minimally invasive surgery including the FAST FIX 360 Meniscal Repair System, FOOTPRINT™ PK Suture Anchor, DYONICS Platinum Shaver Blades, ENDOBUTTON CL Ultra and the HEALICOIL PK suture anchor.

The Aarau (Switzerland), Tuttlingen (Germany), Beijing (China) and Devrukh (India) facilities manufacture a number of surgical device products including key reconstruction and trauma products and the PLUS™ knee and hip range. The Warwick (UK) facility produces the BIRMINGHAM™ Hip Resurfacing System.

Our Oklahoma City (Oklahoma, US) facility produces and services electro/mechanical capital equipment as well as single use sterile devices and also reliant on certain key suppliersassembles some of our NPWT devices using components from third parties.

The majority of our wound management products are manufactured at our facilities in Hull, Suzhou and Curaçao. These include pioneering products such as PICO and ALLEVYN Life as well as our complex silver coating technology for ACTICOAT. In Suzhou, we also manufacture our wound care products for the mid-tier in the Emerging Markets. Manufacturing of our Advanced Wound Bioactive products takes place in Curaçao and at various third party facilities in the US.

PROCUREMENT

We procure raw materials, components, finished products and packaging materials.materials from suppliers in various countries. These purchases include metal forgings and castings for orthopaedic products, optical and electronic sub-components for sports medicine products, active ingredients and semi-finished goods for Advanced Wound Management as well as packaging materials across all product ranges.

Suppliers are selected, and standardised contracts negotiated, by a centralised procurement team wherever possible, with a view to ensuring value for money based on the total spend across the Group. On an ongoing basis, we work closely with our key suppliers to ensure high quality, delivery performance and continuity of supply.

We outsource certain parts of our manufacturing processes where necessary to obtain specialised expertise or to lower cost without undue risk to our intellectual property. Suppliers of outsourced products and services are selected based on their ability to deliver products and services to our specification, and adhere to and maintain an appropriate quality system. Our specialist teams work with and monitor suppliers through on-site assessments and performance audits to ensure the required levels of quality, service and delivery.

GLOBAL SUPPLY CHAIN

Our Global Supply Chain function ensures that our products reach our internal and external customers where and when they are needed, in a compliant and efficient manner. Bringing together people, knowledge and expertise helps us meet our objectives and our customers’ expectations, driving us to become more competitive, responsive and integrated.

We operate three main holding warehouses for surgical products, one in each of Memphis, Baar (Switzerland) and Singapore. These facilities consolidate and ship to local country and distributor facilities. Our distribution hubs for advanced wound products are located in Neunkirchen (Germany), Derby (UK) and Lawrenceville (Georgia, US).

 SALES &
 MARKETING

Our customers are the providers of medical and surgical treatments and services in over 100 countries worldwide, ranging from orthopaedic surgeons to wound care nurses, general practitioners and other clinicians, but increasingly also economic stakeholders. These include purchasing professionals in hospitals, healthcare insurers, materials managers and others.

We serve these customers through our sales force and other channels. Our sales representatives are highly trained and skilled individuals. Becoming a sales representative requires intense training, including passing a strict certification programme. Depending on their area of specialism, representatives in our surgical businesses must be able to demonstrate a detailed knowledge of all the surgical instruments used to implant a device, or have specific understanding of the various surgical techniques a customer might use. In our advanced wound management business, sales representatives must have a detailed understanding of how patients live with wounds and how clinicians seek to prevent and treat them, as well as deep knowledge of the clinical and economic benefits of using our products within treatment protocols.

Once a sales representative is certified, they typically spend the majority of their time working directly with and supporting customers, or identifying and contacting new customers. They help to provide in-hospital support to aid in the safe and effective use of our range of advanced medical technologies and techniques.

Our Global Commercial Organisation oversees all commercial activities (sales, marketing, market access, and commercial strategy) across the Group for our full line of business. The organisation is led by two regional sales presidents for the US and International, and our Chief Marketing Officer (CMO). Within our International region there are several regional leaders for Europe & Canada, Asia Pacific and Latin America.

Our sales forces in the Established Markets are specialised by channel and consist of a mixture of independent contract workers and employees. In our Emerging Markets we operate through direct selling and marketing operations led by country managing directors, and through third party sellers.


 

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Smith & Nephew has three global marketing teams who set the strategic direction of our businesses, guide our research & development teams by specifying new products & services needed to realise those strategies, and develop the promotional assets and guidance to commercialise our products. They utilise a variety of traditional and novel means to market to our customers, including scientific congresses, commercial trade shows, advertising in medical journals and, increasingly, digital channels. These include product websites, social media channels, mobile applications and our professional educational platform called Education & Evidence.

Also reporting to our CMO is the global Commercial Excellence team, which drives numerous initiatives to strengthen commercial execution in both the sales organisation and our global marketing teams. There is a strong focus on Sales Force Excellence to increase efficiency and effectiveness of our sales teams, and on Pricing to increase discipline in our transactional pricing and define better value creation strategies for our innovative products. Other activities in Commercial Excellence include strategic planning, business intelligence and market research, digital marketing, and marketing communications.

In addition, our Health Economics and Outcomes Research (HEOR) team generates evidence on the economic impact of our products and provides supporting assets and tools to commercialise our products. They do this through collaboration with leading medical centres in the world as well as existing registries that track usage of our products. The HEOR team also reports to our CMO.

Picture 257

 A DAY IN THE LIFE… 

Mustafa works as a Territory Manager in our Sports Medicine franchise in the UK.

“Every day is different. My time is split between supporting customers and their operating theatre teams in hospitals, meeting with potential customers, learning and researching techniques and trends, and keeping in touch with my colleagues, the business and my existing customers.

“My favourite part of the job is the interactions I have with my customers. I believe that we sell solutions rather than products, so everything I do is about helping my customers to find answers to the problems they face, to enable better outcomes for their patients.

“We’re very lucky in the UK to be able to offer an excellent training facility to the surgeons we support. It’s a great feeling to be able to support a consultant to refine their surgical techniques. I’m also a mentor providing expertise and guidance on our Resection and Camera products to my colleagues in the UK.”


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 ETHICS &
 
COMPLIANCE

CODE OF CONDUCT AND BUSINESS PRINCIPLES

Smith & Nephew earns trust with customers, healthcare professionals, government authorities, patients and the public by acting in an honest and fair manner in all aspects of its operations.

We expect the same from those with whom we do business, including vendors who provide us with services and distributors and independent agents that sell our products. Our Code of Conduct and Business Principles governs the way we operate to achieve these objectives.

Smith & Nephew takes into account ethical, social, environmental, legal and financial considerations as part of its operating methods. We have a robust whistle-blowing system in all jurisdictions in which we operate. We are committed to upholding our promise in our Code of Conduct that we will not retaliate against anyone who makes a report in good faith.

GLOBAL COMPLIANCE PROGRAMME: EXISTING ELEMENTS

Smith & Nephew has implemented what we believe to be a world-class Global Compliance Programme that helps our businesses comply with laws and regulations. This comprehensive compliance programme includes: Board and executive oversight committees; global policies and procedures; on-boarding and annual training for employees and managers; training for distributors and agents and higher-risk vendors; monitoring and auditing processes; reporting channels and employee-recognition for demonstrating our values in their everyday work.

We provide resources and tools to guide employees to make decisions that comply with the law, local industry codes and our Company Code of Conduct. We conduct review and approval in advance for significant interactions with healthcare professionals or government officials. We regularly assess existing and emerging risks in the countries in which we operate.

We assess the compliance controls in Smith & Nephew’s businesses. We conduct audits, supported by data analytics, and local monitoring. We review the issues our testing generates to identify patterns.

New distributors and other higher-risk third parties are subject to screening and are contractually obligated to comply with applicable laws and our Code of Conduct. Compliance training and certifications are included in this process.

Managing Directors are required to complete an annual certification to the Chief Executive Officer to confirm the implementation of required policies. Managers and employees make an annual compliance certification and conflict of interest disclosure. Executive management, managers and employees have a compliance performance objective customised to their role.

GLOBAL COMPLIANCE PROGRAMME: NEW ELEMENTS IN 2017

In 2017, we created an Ethical Leadership model, which includes four pillars: Advise, Lead, Observe, and Coach or Report. We introduced this model during annual manager training, reinforced the model through further communications, and gave managers resources they can use to raise awareness of compliance risks and rules.

We benchmarked our whistle-blower programme against industry metrics. The benchmarking confirmed that all Smith & Nephew reporting and substantiation rates met industry practices. We conducted a comprehensive review of the guidelines recently issued by the US Department of Justice on compliance programme effectiveness and by the International Organisation of Standards on Anti-Bribery Management Systems, and are also identifying any actions needed to align to this new guidance.

We applied enhanced standards prospectively for new, potential partners and retrospectively for existing distributors. We also developed new guidelines for distributors or agents who need to enter the operating room when acting on our behalf. We worked with our Procurement colleagues to integrate compliance controls into the Company’s new purchasing system. We also conducted a comprehensive review of the types of complementary workers we engage to ensure they receive appropriate anti-bribery and corruption compliance training and will implement an updated training strategy in 2018.

 TRAINING &
 EDUCATION

Smith & Nephew is dedicated to helping healthcare professionals improve the quality of care for patients. We are proud to support the development of surgeons and nurses by providing skills training and education on our products and techniques.

In February 2017, we inaugurated our ‘Expert Connect Centre’ in the UK. This new centre for HCP training is a state-of-the-art learning environment with the latest audio-visual capabilities and 14‑station bio-skills laboratory for all levels of HCPs from around the globe. In 2017, we provided more than 45,000 instances of training to surgeons through our Smith & Nephew training centres in the US, UK and China, as well as running many courses at third party centres around the world.

Working under expert guidance, attendees learn new techniques and refine skills, to ensure the safe and effective use of our products.

These courses are attended by residents, fellows and practicing surgeons who work together to review, discuss and train on current and forward-looking surgical techniques in their areas of clinical expertise. Our courses help up-and-coming surgeons develop trust and gain the experience and confidence necessary to become experts in their field.

Thousands of nurses receive face-to-face training from Smith & Nephew representatives every year, including attending courses at our centres, and through our representatives visiting them at their place of work. In 2017 almost 45,000 clinicians in the US alone benefited from our wound care educational resources.

In addition, we provide healthcare professionals our online resources such as the Global Wound Academy, The Wound Institute and, for surgeons, our Education and Evidence website. Recently we began utilising innovative, digital technologies to accelerate the learning experience of surgeons. In 2017 we doubled the number of healthcare professionals trained digitally on Smith & Nephew products and techniques to 180,000.


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SUSTAINABILITY

SUSTAINABILITY IS BETTER BUSINESS

TAKING SUSTAINABILITY TO THE CORE OF THE BUSINESS

We began to deliver in 2017 our commitment to sustainability embodied in our refreshed Group Sustainability Strategy. This strategy, approved in 2016, both drives and is driven by implementation of the Group Business Strategy, ensuring that all three main aspects of sustainability – economic prosperity, social responsibility and environmental stewardship – advance as one.

This is a summary report of our sustainability activities and progress in 2017. Our annual Sustainability Report, published at the same time as this Annual Report, describes the Group Sustainability Strategy and its associated goals in more detail. It also specifies targets to move our performance towards these goals, and provides further information regarding our 2017 progress. It is available on our website.

GROUP SUSTAINABILITY STRATEGY

Smith & Nephew has been and remains committed to working in a sustainable, ethical and responsible manner everywhere we do business. We are proud of our achievements over many years, as witnessed by our recurring inclusion in leading indices such as FTSE4Good and the Dow Jones Sustainability Index.

Sustainability is a journey, and in 2016 we thought deeply about our destination for the longer-term. The result was a new Group Sustainability Strategy. At the heart of this are ten long-term aspirational goals. These encompass all aspects of our business, and will inform and drive our business strategy for years to come. The Board has endorsed these and executive management is behind them. These goals are set out overleaf.

The Board has evaluated the social and environmental risks as part of their ongoing risk management duties and has concluded that none of these risks are material in the context of the Group managesas a large product portfoliowhole.

Longer term goals need medium-term SMART (specific, measurable, achievable, realistic and timebound) targets to ensure we are making the right progress. And we have taken such targets through 2020. These targets are discussed in more detail in the 2017 Sustainability Report which is available on our website.

2017 was large product inventory. Salesyear in which our refreshed sustainability strategy was put into action. We delivered improvements across our traditional areas of focus: employee health and operation planningsafety, carbon emissions and supply chain managementwater consumption. In addition, we began to get a fuller understanding of our impacts in the areas of material efficiency, life cycle environmental impacts, and labour practices. We adopted a social responsibility strategy which will drive employee engagement and improve the communities in which we operate.

EMPLOYEE SAFETY, WELLNESS AND VOLUNTEERING

A healthy and safe working environment is fundamental to the way we work at Smith & Nephew. We must ensure that the products neededsafety of our employees and those who work with us is given the highest priority when we perform our daily activities in our offices around the world, when we visit customers and in our manufacturing environment.

Engagement with the communities in which we operate continued to broaden and deepen through the active attention of site leadership, establishment and empowerment of local camaraderie councils, broader application of company-paid volunteering allowance, and increase in the company match for employee donations to charity. We continue to strengthen and deepen employee wellness programmes with a focus on enabling healthy lifestyle choices.

SOCIAL RESPONSIBILITY STRATEGY IMPLEMENTATION

In 2017, we developed and adopted a social responsibility strategy aimed at improving the alignment of our charitable donation, volunteering, wellness and professional development with both our Group Business Strategy and the needs and desires of our employees. The aim is to positively impact both employee engagement and the quality of life in communities in which we operate. We have improved our understanding of compliance to labour standards in our value chain, product and service attributes which are available atimportant to customers and our employees’ view of the right placerole of the organisation in society. In 2018, we will use these and time.other social success factors, informed by our Group Business Strategy as well as our Company values, to deploy a series of platforms and actions which advance our cause.

SUSTAINABILITY VISION AND MISSION

We envision a world in which healthcare professionals have access to the solutions they need to help patients restore their health, engage in society, enhance the environment and improve their wellbeing.

Our sustainability strategy aims to achieve this vision. It outlines the steps we’ll take with a view to leading our industry in the development and use of products and services that:

–  Satisfy unmet health needs and promote greater access to treatment;

–  Offer easier, better, faster and more effective treatment, enabling productive engagement in society;

–  Prioritise materials that are reused, remanufactured, or recycled;

–  Are manufactured using raw materials sourced from an environmentally and socially sound supply chain;

–  Use natural resources efficiently;

–  Are manufactured by processes that are not hazardous to people or the environment; and

–  Implement the most sustainable product options.

Our plan focuses on both the foundational and competitive advantage elements required to deliver our value proposition sustainably. We employ a continuous improvement approach based upon the implementation of forward-looking solutions (such as investing in new materials and processes that provide significant benefits with respect to human rights, safety, energy, waste and/or communities) and bridging technologies to secure future game-changing performance.


 

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SMITH & NEPHEW ANNUAL REPORT 2017

In a fast changing, complex, global business, high performing talent

OUR PERFORMANCE IN 2017

Our 10 long-term aspirational goals

2020 targets

Progress since 2016 

1

Zero work-related injuries and illnesses across the value chain.

–  10% reduction in Total Injury Rate (TIR) from 2016 actual.

–  In 2016 the TIR = 0.52, in 2017 TIR = 0.35 (33% lower).

2

Water: Total water impacts of our products and solutions are balanced with local human and ecosystem needs.

–  Water footprint (1) available for products accounting for 75% of revenue and (2) considerations embedded in new product development process.

–  Total potable water consumption at S&N sites no higher than 2016 actual.

–  Products accounting for 75% of revenue identified. Water footprint tools identified.

–  Work plan under development, will be approved and commenced in 2018.

–  Water reduction of 10%.

3

Waste: All materials are either shipped as part of product or returned for beneficial use.

–  Total material efficiency estimated for products accounting for 75% of revenue

–  80% or more of waste generated reused, recycled or recovered.

–  Products accounting for 75% of revenue identified. Material efficiency tools identified.

–  Work plan under development, will be approved and commenced in 2018.

–  We currently reuse, recycle or recover energy from 77% of our total waste, up from 74% in 2016.

4

Carbon: 80% absolute reduction in total life cycle greenhouse gas emissions by 2050.

–  Estimate total life cycle greenhouse gas emissions of products accounting for 75% of revenue.

–  Total Scope 1 & 2 greenhouse gas emissions reduced by 10% from 2016 actual.

–  Products accounting for 75% of revenue identified. Total lifecycle greenhouse gas emissions tools identified.

–  Work plan under development, will be approved and commenced in 2018.

–  In 2017 the reduction is 7%.

5

Ethical Business Practices: All activities are conducted in compliance with applicable International Labour Organization (ILO) conventions, involve no environmental degradation, and are free from corruption.

–  Labour practices throughout the supply chain associated with products accounting for 75% of revenue compliant with applicable ILO conventions.

–  Products accounting for 75% of revenue identified. Gap assessment to applicable ILO conventions completed for internal operations. Engagement with upstream suppliers and downstream distributors and agents ramping up.

6

Zero Product-related and service-related patient injuries.

–  Robust system in place to detect, record, investigate and eliminate root cause of product-related and service-related patient injuries.

–  Systems are in place to detect, record and investigate patient injury incidents. Patterns in the data are being used to craft models which will allow identification of at-risk attributes.

7

Robust social responsibility programmes that contribute to the attraction and retention of top talent.

–  Social responsibility strategy which aligns philanthropy, employee volunteering and wellness to the business strategy in place.

–  Social responsibility strategy in place. Alignment of current initiatives to the strategy under way.

8

Products and services are aligned to market economic, social and environmental expectations and anticipate future market conditions:

–  All products have identified and clearly-described sustainability attributes.

–  R&D and NPD processes deliver environmental-, social-, and healthcare economically-advantaged innovations.

–  Sustainability attributes described for products accounting for 75% of revenue Robust emphasis on sustainability attributes of new products/services in place.

–  Products accounting for 75% of revenue identified. Product/service sustainability attributes agreed.

–  New product development (NPD) sustainability focus planning under way.

9

Strategic risks and opportunities are understood and business activities are aligned to risk appetite.

–  Enterprise risk management arrangements are embedded in the routine business decision-making process.

–  Risk register reinvigorated. Deep dive programme instituted with focus on both assurance that all relevant risks have been identified and effectiveness of mitigating actions is accurately assessed.

–  Actions to further embed into the business decision-making process are planned for 2018.

10

Environmental, social, and economic impacts of (1) potential acquisitions, (2) technologies to be extended to Emerging Markets, (3) innovative business models, (4) cost-of-quality reduction initiatives, and (5) manufacturing siting, functional optimisation and site utilisation alternatives are fully understood and appropriately balanced.

–  Formal programmes in place to measure/assess the economic, social and environmental impacts of (1) potential acquisitions, (2) technologies to be extended to Emerging Markets, (3) innovative business models, (4) cost-of-quality reduction initiatives, and (5) manufacturing siting, functional optimisation and site utilisation alternatives.

–  Launched our Enterprise Risk Management Policy and Manual.

–  Trained our risk champions in risk identification and mitigation.

–  Introduced a product focused approach to risk management.

–  Conducted a number of ‘deep dives’ into several key risks.

–  Tools and standards to address new technologies are being developed to support our NPD work above. 

These targets are discussed in key positionsmore detail in our 2017 Sustainability Report which is a business critical requirement.available on our website.


 

SMITH & NEPHEW ANNUAL REPORT 2017

OPERATIONAL REVIEW     

35

 

CO2e REPORTING

 

    

2017 

    

2016 

    

2015 

CO2e emissions (tonnes) from:

 

 

 

 

 

 

Direct emissions

 

9,451 

 

9,822 

 

11,011

Indirect emissions

 

76,107 

 

82,415 

 

77,191

Total

 

85,558 

 

92,237 

 

88,202

Intensity ratio

 

 

 

 

 

 

CO2e (t) per $m sales revenue

 

17.8 

 

19.6 

 

19.2

CO2e (t) per full-time employee

 

5.2 

 

5.9 

 

6.0

 

Specific risksRevenue: 2017: $4.8bn; 2016: $4.7bn; 2015: $4.6bn.
Full-time employee data: 2017: 16,333; 2016: 15,584; 2015: 14,686.

Notes

2015 data adjusted to exclude acquisitions in Russia and Colombia.
2017 data includes all data, including acquisitions since 2016.

CO2e  reporting methodology, materiality and scope.

We report the carbon footprint of our Scope 1 and 2 greenhouse gas (GHG) emissions in tonnes of CO2 equivalent from our business operations for the calendar year ended 31 December 2017. Our focus is on the areas of largest environmental impact including manufacturing sites, warehouses, R&D sites and offices. Smaller locations representing less than 2% of our overall emissions are not included. Acquisitions completed before 2017 are included in the data, with more recent ones being excluded and this is in line with our established policy for integration of acquired assets. Each year we facework with an independent partner to verify our sustainability data and gain assurance.

Our GHG emissions reporting represents our core business operations and facilities which fall within the scope of our consolidated financial statements. Primary data from energy suppliers has been used wherever possible.

Risk management actionsWe report our emissions in two ‘scopes’.

Scope 1 figures include: Direct sources of emissions mainly comprise the fuels we use on-site, such as gas and heating oil and fugitive emissions arising mainly from the losses of refrigerant gases.

Possible impactsScope 2 figures include: Indirect sources of emissions such as purchased electricity and steam we use at our sites.

–  Catastrophe could render one ofLocation-based emissions are calculated in compliance with the Group’s production facilities out of action

–  A significant event could impact key leadership or a large number of employees

–  Issues with a singleWRI/WBCSD GHG Protocol Corporate Accounting and Reporting Standard and have been calculated using carbon conversion factors published by BEIS/DEFRA for 2017. We have applied the emission factors most relevant to the source supplier of a key component and failure to secure critical supply

–  A severe IT fault or cyber crime could disable critical systems and cause loss of sensitive data,

–  Over-production of product inventory and instrument sets may occur due to inadequate portfolio planning

–  Poor retention of high performing and high potential staff could jeopardise achieving objectives

–  Crisis response/business continuity plans at major facilities including DEFRA 2017 (for UK locations), IEA 2015 (for overseas locations) and for key productsthe US we have used the US EPA ‘Emissions & Generation Resource Integrated Database’ (eGrid) for the regions in which we operate. All other emission factors for gas, oil, steam and key suppliersfugitive emissions are taken from DEFRA, 2017.

–  Audit programme for critical suppliers and second sources or increased inventories for critical components

–  Enhanced travel security and protection programme

–  IT disaster and data recovery plans in place to support overall business continuity plans

–  Mobile device and cyber security protection plan

–  Improved sales and operations processes and inventory management with dedicated teams and key performance indicators

–  Robust talent systems and processes with focus on identifying key roles and successors

 

–  Loss of revenue, profit and cash flows

 GETTING SERIOUS 

 ABOUT SOLAR 

Picture 37

In line with our aspiration to reduce carbon emissions, we are investing in more efficient energy solutions, such as solar power.

Devrukh, India

At our Devrukh site in India, we are running one of our largest renewable energy projects.

By installing the 426 kVA roof top solar panel system, we aim to produce enough energy to provide the site with free power for 25 years, whilst reducing carbon emissions by up to 44% per annum. We are already achieving a cost saving of 44% per year and expect a return on investment in less than five years.

The 1,330 solar panels will also enable us to reduce the inside temperature of the manufacturing floor by five to ten degrees celsius, creating a safer and more pleasant working environment for our employees.

Suzhou, China

In April 2017, we installed 24 sets of solar water heater units on the roof of one of our buildings in Suzhou. The system can produce around 12 tonnes of 55˚C hot water every day for the site’s hot water system and will save 291 tonnes of steam every year.

 

 

 


 

Link

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     FINANCIAL REVIEW

SMITH & NEPHEW ANNUAL REPORT 2017

CHIEF FINANCIAL OFFICER’S REVIEW

C:\Users\kdefran\Documents\My Received Files\CHIEF FINANCIAL OFFICER’S REVIEW p45.jpg

 BUILDING A MORE

 COMPETITIVE

 BUSINESS 

I am excited by the prospects for 2018 and beyond as we realise the opportunities in front of us.

DEAR SHAREHOLDER

I am delighted to Strategic Priorityaddress you for the first time in the Annual Report as your Chief Financial Officer.

Under Olivier’s leadership, Smith & Nephew has made significant organisational changes to create a strong global business. I believe that we are just starting to see the benefits of these changes, and I am excited by the prospects for 2018 and beyond as we realise the opportunities in front of us. I am very much looking forward to working with Olivier and, in due course, his successor, to make this happen.

2017 PERFORMANCE

Group revenue in 2017 was $4,765 million, an increase of 2% on a reported basis and 3% on an underlying basis1. This was an improvement from underlying growth of 2% in 2016. Trading profit1 was $1,048 million, and the trading profit margin1 was 22.0%, up 20bps on 2016. I am pleased to report that both our underlying revenue growth and trading profit margin improvements were in-line with our guidance.

The reported operating profit for 2017 was $934 million, up from $801 million in 2016, with the year-on-year increase primarily reflecting a gain of $54 million from the settlement of an intellectual property matter, no restructuring charges and lower amortisation and impairment of acquisition intangibles in 2017.

The tax rate on trading results1 was 17.1% (2016: 23.8%). This is a considerable reduction on the 2016 rate and is mainly due to a one-off benefit following the conclusion of a US tax audit, further progress in improving our tax rate, tax provision releases following expiry of statute of limitations and a beneficial geographical mix of profits. The reported tax rate of 12.7% was a result of the lower tax rate on trading results and also included a $32 million net benefit from US tax reform.

Adjusted earnings per share1 (EPSA) was up 14% at 94.5¢ as a result, and this is reflected in the 14% increase in our full year dividend distribution for 2017. Basic earnings per share (EPS) was 87.8¢ in line with the previous year.


SMITH & NEPHEW ANNUAL REPORT 2017

     FINANCIAL REVIEW     

37

I am pleased to report that trading cash flow1 was $940 million, up from $765 million in 2016, with a higher trading profit to cash conversion ratio1 of 90% as we improved our working capital management.

As the result of improved operating profit, the lower tax rate and a stable asset base we saw an improvement in Return On Invested Capital1 (ROIC-as defined on page 39) from 11.5% in 2016 to 14.3% in 2017.

CAPITAL RETURNS

The appropriate use of capital on behalf of shareholders is important to Smith & Nephew. The Board believes in maintaining an efficient, but prudent, capital structure, while retaining the flexibility to make value-enhancing acquisitions.

This approach is set out in our Capital Allocation Framework which we used to prioritise the use of cash and ensure an appropriate capital structure.

Our commitment, in order of priority, is to:

–    Continue to invest in the business to drive organic growth;

–    Maintain our progressive dividend policy;

–    Realise acquisitions in-line with strategy; and

–    Return any excess capital to shareholders.

This is underpinned by maintaining leverage ratios commensurate with solid investment grade credit metrics.

IMPROVING COMPETITIVENESS

On joining Smith & Nephew I was asked by Olivier and the Board to look afresh at efficiency opportunities within our business. Some preliminary analysis highlighted a number of areas of opportunity, and we conducted a detailed assessment of these during the final months of 2017.

Our conclusion was that we now have the Group structure in place which lets us act on these further opportunities. Through better execution and efficiency we can and will strengthen our competitive position.

We are calling this work the APEX programme, standing for ‘Accelerating Performance and Execution’, and we completed our planning and started to take action in early 2018. Our three workstreams are focused on clear and obtainable improvements in the Group’s manufacturing, warehousing and distribution footprint, reducing our general and administrative expenses, and driving greater commercial effectiveness. More details on APEX and each of these workstreams can be found on page 14.

APEX is expected to deliver an annualised benefit of $160 million by 2022, with at least half of this expected by 2020, for a one-off cash cost of up to $240 million.

SUCCESSFUL ACQUISITION

During the year, we continued to seek further opportunities to strengthen our technology and product portfolio. In December we acquired Rotation Medical, Inc., the developer of a novel tissue regeneration technology for shoulder rotator cuff repair, for an initial cash consideration of $125 million and up to a further $85 million over the next five years, contingent on financial performance. I am excited by the potential for this new technology and we remain alert to further opportunities to bring other disruptive innovations into the Group.

OUTLOOK

We expect the overall dynamics in our markets to be similar in 2018 to those seen in 2017. Against this backdrop, the Group expects to continue to deliver an improved performance in 2018 driven by our by our strong product portfolio and pipeline of innovative products.

In terms of revenue, we expect our underlying growth to be in the range of 3% to 4% (which equates to 7% to 8% in reported terms at exchange rates prevailing on 2 February 2018). In terms of trading profit margin we expect to drive a further 30‑70bps improvement over 2017. As a result of the recently enacted US tax reform, we expect a tax rate on trading results in the range 20% to 21%, barring any changes to tax legislation or other one-off items.

In 2018, we will continue to push for further success as we build a more competitive Smith & Nephew. I look forward to helping to drive this, and to delivering on our commitments for the benefit of all of our stakeholders.

Yours sincerely,

Picture 85

Graham Baker
Chief Financial Officer

FINANCIAL HIGHLIGHTS

$4,765m

Revenue

+2%

+3%

Reported

Underlying1

87.8¢

0%

Earnings per share EPS

94.5¢

+14%

Adjusted earnings per share (EPSA)1

1    These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.


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     FINANCIAL REVIEW

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FINANCIAL REVIEW

DELIVERING ON OUR COMMITMENTS

GROUP PERFORMANCE

HIGHLIGHTS FOR THE YEAR ENDED 31 DECEMBER

 

    

2017

$ million

    

2016

$ million

    

Change

$ million

Consolidated income statement

 

 

 

 

 

 

Revenue

 

4,765 

 

4,669 

 

96 

Operating profit

 

934 

 

801 

 

133 

Trading profit1

 

1,048 

 

1,020 

 

28 

Profit before tax

 

879 

 

1,062 

 

(183)

Attributable profit

 

767 

 

784 

 

(17)

EPS

 

87.8¢

 

88.1¢

 

(0.3¢)

EPSA1

 

94.5¢

 

82.6¢

 

11.9¢

Consolidated balance sheet

 

 

 

 

 

 

Goodwill and intangible assets

 

3,742 

 

3,599 

 

143 

Other non-current assets

 

1,393 

 

1,216 

 

177 

Current assets

 

2,731 

 

2,529 

 

202 

Total assets

 

7,866 

 

7,344 

 

522 

Total equity

 

4,644 

 

3,958 

 

686 

Non-current liabilities

 

1,876 

 

2,038 

 

(162)

Current liabilities

 

1,346 

 

1,348 

 

(2)

Total liabilities

 

3,222 

 

3,386 

 

(164)

Total liabilities and equity

 

7,866 

 

7,344 

 

522 

Net debt1

 

1,281 

 

1,550 

 

(269)

Consolidated cash flow statement

 

 

 

 

 

 

Cash flows from operating activities 

 

1,273 

 

1,035 

 

238 

Trading cash flow1

 

940 

 

765 

 

175 

Free cash flow1

 

714 

 

457 

 

257 

NON-IFRS MEASURES

The underlying increase in revenues, by market, reconciles to reported growth, the most directly comparable financial measure calculated in accordance with International Financial Reporting Standards (IFRS), as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Reconciling items

 

2017
$ million

2016
$ million

Reported
growth
%

Underlying
growth
%

Acquisitions/
Disposals
%

Currency
impact
%

US

2,306 

2,299 

0%
2%
(2%)
0%

Other Established Markets

1,678 

1,679 

0%
0%
0%
0%

Emerging Markets

781 

691 

13%
12%
0%
1%

Total

4,765 

4,669 

2%
3%
(1%)
0%

Trading profit reconciles to operating profit, the most directly comparable financial measure calculated in accordance with IFRS, as follows:

 

 

 

 

 

 

2017
$ million

2017%

2016
$ million

2016%

Operating profit

934
19.6%
801
17.2%

Acquisition-related costs

(10)
(0.2%)
9
0.2%

Restructuring and rationalisation costs

62
1.3%

Amortisation and impairment of acquisition intangibles

140
2.9%
178
3.8%

Legal and other

(16)
(0.3%)
(30)
(0.7%)

Trading profit

1,048
22.0%
1,020
21.8%

RESULTS OF OPERATIONS

In 2017, we delivered reported revenue growth of 2% and underlying revenue growth1 of 3%. Revenue growth on a reported basis was flat across our US and other Established Markets, with a strong performance in Japan driven by Sports Medicine and Knee Implants counterbalanced by a soft wound care market in the UK where we have now taken steps to adapt our business in response.

In our Emerging Markets reported revenue growth was 13% and underlying growth1 was 12% in 2017. In China, our largest Emerging Markets country, we delivered double-digit revenue growth as we improved our channel management. In the oil-dependent Gulf States we returned to growth by focusing on securing more private healthcare business to compensate for the reduction in government tenders. We are well positioned to continue to drive strong growth from the Emerging Markets over the medium term.

Operating profit of $934 million (2016: $801 million) is after integration and acquisition costs, as well as amortisation and impairment of acquisition intangibles and legal and other items. The year-on-year increase in operating profit primarily reflects a gain of $54 million from the settlement of an intellectual property matter, no restructuring charges and lower amortisation and impairment of acquisition intangibles in 2017. The sale of the rights to distribute certain non-core products contributed $19m to operating profit in 2017. In 2016 similar product disposals along with provision releases from favourable legal matter outcomes contributed $18m.

Trading profit1 was $1,048 million (2016: $1,020 million). Trading profit margin1 was 22.0%, up 20bps year-on-year, in line with guidance.

In 2017, selling, general and administrative expenses included a $10 million credit relating to acquisition-related costs (2016: $9 million charge), $16 million credit for legal and other costs primarily related to the settlement of patent litigation (2016: $30 million credit for legal and other primarily related to a $44 million curtailment credit related on UK post-retirement benefits) and $140 million charge for amortisation and impairment of acquisition intangibles (2016: $178 million charge).

Research and development expenditure as a percentage of revenue remained broadly consistent at 4.7% (2016: 4.9%) with expenditure of $223 million in 2017 compared to $230 million in 2016.


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39

Profit before tax in 2016 includes the $326 million profit on disposal of the Gynaecology business.

The Group has completed its review of the new US tax reform legislation, as enacted in December 2017, including the reduction of the US federal tax rate from 35% to 21%, which came into effect on 1 January 2018. As a result, the Group expects a positive impact on its tax charge for future years in addition to the one-off tax benefit in 2017 as discussed below. Parts of the new legislation are subject to questions of interpretation, and further regulations may be issued in the future to clarify or change certain elements, which may affect future tax charges.

Included in the total tax charge is a $32 million net benefit as a result of US tax reform legislation which comprises a benefit from a revaluation of deferred tax balances included within changes in tax rates, partially offset by a current tax charge relating to the deemed repatriation of foreign profits not previously taxed in the US.

Our reported tax rate of 12.7% (2016: 26.2%) has decreased due to the $32 million net benefit in 2017 from US tax reform, the lower tax rate on trading results and the impact of the Gynaecology disposal in 2016. Our trading tax rate1 is 17.1% (2016: 23.8%) with the reduction due to a one-off benefit following the conclusion of a US tax audit, further progress in improving our tax rate, tax provision releases following expiry of statute of limitations and a beneficial geographical mix of profits.

BALANCE SHEET

Goodwill increased by $183 million as a result of $132 million arising on the acquisition of Rotation Medical, Inc. and favourable currency movements of $51 million. Intangible assets decreased by $40 million with net movements relating to additions, disposals and transfers of $70 million relating to intellectual property, distribution rights and software acquired together with $61 million recognised with the acquisition of Rotation Medical, Inc. Amortisation and impairment during 2017 was $202 million and there were favourable currency movements of $31 million.

Other non-current assets increased by $177 million primarily due to a $67 million increase in property, plant and equipment with additions offsetting depreciation, and the recognition of retirement benefit assets of $62 million for our UK and US pension schemes. Current assets increased by $202 million with trade and other receivables increasing $73 million primarily due to $45 million of foreign exchange, inventories increasing $60 million primarily due to foreign exchange and cash increasing $69 million due to the timing of receipts.

Non-current liabilities decreased by $162 million primarily due to payments made against our borrowing facilities. Current liabilities decreased by $2 million as a $73 million increase in trade and other payables arising from a $37 million foreign exchange increase and a $28 million timing difference on the payment of expenses associated with a patent litigation gain, which was partially offset by a $59 million decrease in bank overdrafts and loans and $18 million decrease in provisions.

CASH FLOW

Cash generated from operations of $1,273 million (2016: $1,035 million) is after paying out $3 million (2016: $24 million) of acquisition-related costs, $15 million (2016: $62 million) of restructuring and rationalisation expenses and $25 million (2016: $36 million) relating to legal and other costs.

Trading cash flow1 increased by $175 million primarily related to working capital movements.

Free cash flow1 increased by $257 million primarily related to working capital movements and lower cash outflows for acquisition-related costs, restructuring and rationalisation expenses and legal and other costs.

During the year ended 31 December 2017, the Group purchased a total of 3.2 million (2016: 24.0 million) ordinary shares at a cost of $52 million (2016: $368 million) as part of the ongoing programme to buy back an equivalent number of shares to those vesting as part of the employee share plans. 2016 share repurchases included a $300 million share buy-back programme following the disposal of the Gynaecology business.

DIVIDENDS

The 2016 final dividend of 18.5 US cents per ordinary share totalling $162 million was paid on 10 May 2017. The 2017 interim dividend of 12.3 US cents per ordinary share totalling $107 million was paid on 1 November 2017.

LIQUIDITY AND CAPITAL RESOURCES

The Group’s policy is to ensure that it has sufficient funding and facilities in place to meet foreseeable borrowing requirements.

The Group’s net debt decreased from $1,550 million at the beginning of 2017 to $1,281 million at the end of 2017, representing an overall decrease of $269 million.

At 31 December 2017, the Group held $155 million (2016: $38 million) in cash net of bank overdrafts. The Group had committed facilities available of $2,425 million at 31 December 2017 of which $1,425 million was drawn. Smith & Nephew intends to repay the $13 million of bank loans due within one year by using available cash and drawing down on the longer-term facilities.

The principal variations in the Group’s borrowing requirements result from the timing of dividend payments, acquisitions and disposals of businesses, timing of capital expenditure and working capital fluctuations. Smith & Nephew believes that its capital expenditure needs and its working capital funding for 2017, as well as its other known or expected commitments or liabilities, can be met from its existing resources and facilities.

The Group’s planned future contributions are considered adequate to cover the current underfunded position in the Group’s defined benefit plans.

RETURN ON INVESTED CAPITAL

Return On Invested Capital1 (ROIC) is a measure of the return generated on capital invested by the Group. It provides a metric for long-term value creation and encourages compounding reinvestment within the business and discipline around acquisitions with low returns and long payback. ROIC increased from 11.5% in 2016 to 14.3% in 2017 as a result of the improved operating profit, the lower tax rate and a stable asset base.

ROIC is defined as:

Net Operating Profit less Adjusted Taxes


(Opening Net Operating Assets +Closing Net Operating Assets)/2

14.3%

+280bps

Return On Invested Capital1 (ROIC)

WHY THIS KPI IS IMPORTANT

ROIC measures the return generated on capital invested by the Group.

HOW WE PERFORMED

ROIC was up 280bps year-on-year driven by improved operating profit, the lower tax rate and a stable asset base.

1    These non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

 

 

Simplify and improve

our operating model

 


 

Established Markets

Emerging & International Markets

38Smith & Nephew Annual report 2014


 

 

 

40

     RISK

SMITH & NEPHEW ANNUAL REPORT 2017

RISK REPORT

OUR APPROACH TO RISK

OUR RISK MANAGEMENT PROCESS

Our Enterprise Risk Management process is based on a holistic approach to risk management, leveraging the best risk identification and risk treatments already in place throughout our Business Areas and Product Groups whilst incorporating the same risk processes into the strategic planning process. Our belief is that the strategic and operational benefits of managing risk are achieved when Enterprise Risk Management is aligned with the strategic and operational goals of the organisation and our process and governance structure firmly aligns to this approach.

In carrying out our business we face many risks and uncertainties and our Risk Management Policy and Enterprise Risk Management Manual ensure that our Risk Community can identify, review and report risks at every level of our business. At the very top of our structure is our Board, setting our risk appetite and monitoring the application of our risk framework through strategy, execution and practically through the outputs of regular risk ‘deep dives’ by the business and Group Risk Team. The Board cascades our risk appetite throughout our organisation through the Risk Committee, Risk Owner Community and our Management Group with a formal ‘bottom up’ process ensuring that risks are escalated back through the process to our Board and form our Principal Risks as appropriate. Providing rigour and independence across this process is our Executive Committee and the Group Risk Team. At the third line of defence is our Internal Audit Function, providing an annual opinion on the effectiveness of our Risk Management process to the Group Risk Committee chaired by the Chief Executive Officer and then to the Board and its committees.

Roles

Responsibilities

Board
of Directors and
Board Committees

–   Responsible for regular oversight of risk management and for our annual strategic risk review

–   Monitors risks through Board processes (Strategy Review, Disclosures, M&A, Investments, Disposals) and Committees (Audit and Ethics & Compliance), management reports and deep dives of selected risk areas

–   Audit Committee is responsible for ensuring oversight of the process by which risks relating to the Company and its operations are managed and for viewing the operating effectiveness of the Group’s Risk Management process

Group
Risk Committee

–   Reviews external/internal environment for emerging risks

–   Reviews risk register updates from Business Areas

–   Identifies significant risks and assesses effectiveness of mitigating actions

Business area/
Product Risk Groups

–   Business Area/Product Group Risk champion provides support to ensure a framework is designed and implemented for alignment to the requirements of the Enterprise Risk Management Framework

–   Carry out day-to-day risk management activities

–   Identify and assess risk

–   Implement strategy and mitigating actions to treat risk within Business/Product Risk Groups

–   Risk Champions lead regular risk register updates

Group Risk Team

–   Manage implementation of all aspects of the Group’s approach to Enterprise Risk Management including implementation of processes, tools and systems to identify, assess, measure, manage, monitor and report risks

–   Facilitates implementation and coordination through Risk Champions

–   Provides resources and training to support process

–   Prepares Board and Group Risk Committee reports based on Business Area and Product Group updates

Annual assessment of effectiveness – Internal
audit and control functions


 

SMITH & NEPHEW ANNUAL REPORT 2017

RISK     

41

RISK MANAGEMENT LIFE CYCLE – OUR SEVEN-STEP PROCESS

Our risk management life cycle was refreshed and updated in 2017 to align with our new approach to include Product Safety, Regulation,Groups within our risk portfolio. Our Risk Management Policy was launched in May with sponsorship from the Chief Executive Officer and Litigationa revised manual aligning to the new structure was launched shortly after. Risks continue to be managed through a ‘bottom up’ and ‘top down’ process, with monthly oversight from the Executive Committee and quarterly reports to the Board Committees. An overview of our ‘seven step’ process can be found below:

An overview of the Risk Management and Reporting Process

1

Risk
Identification

IDENTIFYING risks associated to achievement of our objectives by function and product and at the Group level. Early and continuous risk identification including existing and horizon risks.

7

Monitoring
and review

MONITORING of risks and actions by management, the accountable Executive and Board. Coordinated and ongoing monitoring of the internal and external risk environment to respond to emerging and horizon risks.

2

Gross (inherent)
Risk assessment

ASSESSING the level of inherent (gross) risk.

6

Risk
Reporting

REPORTING the status of our most significant risks through the ‘bottom up’ business area processes and the ‘top down’ Executive Committee and Board process. Demonstrating appropriate management of, and response to, our risk profile.

3

Current Control
identification

IDENTIFYING existing controls to mitigate risks

5

Risk Response
Planning

IDENTIFYING additional actions required to meet our expected risk tolerance level and ASSIGNING risk owners, timeframes and actions for ongoing management and reporting.

4

Net (residual) Risk

ASSESSING the level of residual (net) risk after mitigation so that risk levels are managed within defined tolerance thresholds without being over controlled or foregoing desirable opportunities.


 

42

     RISK

SMITH & NEPHEW ANNUAL REPORT 2017

2017 PRINCIPAL RISKS

We assess our Principal Risks in terms of their potential impact on our ability to deliver our Strategic Priorities. These links are highlighted across the following pages and further information on the Strategic Priorities is found on page 10.

 LEGAL AND COMPLIANCE RISKS

Our global remit results in heavy regulation across multiple jurisdictions. There is increasing public scrutiny of ethics in business and ‘doing the right thing’ has become part of our licence to operate. National regulatory authorities enforce a complex seriespattern of laws and regulations that govern the design, development, approval, manufacture, labelling, marketing and sale of healthcare products. They also review data supporting the safety and efficacy of such products and may also inspect for compliance with appropriate standards, including those relating to Quality Management Systems (‘QMS’) or Good Manufacturing Practice (‘GMP’) regulations. Design or manufacturing defects in products could result in product recalls and liability claims and impact revenues, profits and reputation.

Specific risks we face

Risk management actions

Possible impacts

–  Defective products supplied to Smith & Nephew or failure in design or manufacturing process

 

–  New technology, product or processes changed by Smith & Nephew or supplier result in product deficiencies

–  Failure to implement programmesOperating across this increasingly complex and supporting resources to ensure product quality and regulatory compliance

–  Failure to manage, process and analyse customer complaints and adverse event data

–  Global QARA organisation to create a single Quality Management System

–  Standardised Group quality management and practice

–  Monitoring and auditing programmes to assure compliance

–  Group-wide product complaint and registration systems

–  Group-wide practices to drive design, and production line performance and dependability

–  Design for manufacture in product development

–  Post launch review of product safety and complaint data

–  Loss of revenue, profit and reduction in share price

–  Negative impact on brand/ reputation

Link to Strategic Priority

Simplify and improve

our operating model

Established Markets

Emerging & International Markets

Compliance with Laws and Ethical Behaviour

Business practices in the healthcare industry are subject to increasing scrutiny by government authorities. The trend in many countries is towards increased enforcement activity for bribery and corruption. The Group is also subject to increased scrutiny under US healthcare laws (e.g. False Claims Act) and in the EU for data protection. Acquisitions and expansion into emerging markets may require additional compliance controls.

Specific risks we face

Risk management actions

Possible impacts

–  Violation of anti-corruption, healthcare, or data privacy laws could result in fines, loss of reimbursement and harm reputation

–  Cultures in certain geographies and in acquired businesses may not fully support the Group value to Earn Trust

–  Rapid growth in Emerging & International Markets with increasing numbers of distributors

–  Third parties retained by the Group may be involved in improper activities which result in penalties or loss of reputation.

–  Failure to conduct adequate due diligence or to integrate appropriate internal controls into acquired businesses could result in fines and impact return on investment

–  Strong Board and Executive oversight bodies supported by a global Office of Ethics & Compliance

–  Code of Conduct/Global Policies and Procedures (‘GPPs’) providing guidelines for ethical behaviour and controls for significant compliance risks

–  Training and e-resources to guide employees and third parties with ethical and compliance responsibilities

–  Monitoring and auditing programmes to verify implementation

–  Minimum acceptable financial procedures adopted by all businesses wholly owned by the Group

–  Independent reporting channels for employees and third parties to report concerns with confidentiality

–  Robust investigation procedures to ensure adequate reviews and documentation with significant issues escalated to and monitored bydynamic legal and compliance headsenvironment, including regulations on bribery and corruption, with poor legal and compliance practices can lead to fines, penalties, reputational risk and competitive disadvantage. We have adopted a proactive, holistic approach, which guides the Company towards a culture of compliance and turns the resolution of legal and compliance issues into a source of competitive advantage.

 

–  Controls for significant interactions with Health Care Professionals and Government Officials

–  Higher risk third parties including distributors and agents subject to screening, compliance requirements, training and oversight processes

–  Due diligence reviews and integration plans and reporting for acquisitions

–  Risk assessments to determine resources and controls for higher risk markets

–  Loss of profit and reduction in share price

–  Negative impact on brand/ reputation

Link to Strategic Priority

Simplify and improve

our operating model

Emerging & International Markets

Established Markets

LOGO

Smith & Nephew Annual report 2014            39


STRATEGIC REPORT

Sustainability

Protecting the future

Risk Tolerance

In complying with legal and compliance requirements, we have an extremely low tolerance.

Change from 2016

Picture 43  No Change

Link to strategy

Compliance with applicable laws and regulations and doing the right thing is part of our licence to operate and underlies all our Strategic Priorities.

 

 

Picture 170

Picture 60  STRATEGIC PRIORITIES PAGE 10

Oversight

Ethics & Compliance Committee

Examples of risks

–  Failure to act in an ethical manner consistent with our Code of Conduct.

–  Violation of anti-corruption or healthcare laws, breach by employee or third party representative.

–  Failure to respond adequately to changes in legislation/regulation.

–  Misuse or loss of personal information of patients, employees, research subjects, consumers or customers results in violations of data privacy laws, including General Data Protection Regulations.

Actions taken by management

Ethics & Compliance Committee oversees our ethical and compliance practices.

–  All employees are required to undertake annual training and to certify compliance on an annual basis with our Code of Conduct and Business Principles.

–  Group monitoring and auditing programmes in place.

–  Confidential independent reporting channels for employees and third parties to report concerns.

We care about our customers

CYBER SECURITY

High profile incidents coupled with increasing government focus has resulted in raised awareness of the extent and helping improve people’s lives. We also care about the people who work for us, the environment in which we operatepotential impact of cyber security breaches. Our increasing business dependence on networked systems and the societiesInternet, the design of new products, connectable products and embedded software and the rapidly evolving cyber security threat landscape provides us with risk exposure not experienced in whichprior years. In response to this we do business. Addressing unmet social need with more affordable products gathered pacehave undertaken an exercise to understand our threats and vulnerabilities to target cyber security investment in 2014 with the introduction of our Syncera range and further growth and consolidation of our mid-tier products. As part of our commitment to build trust we increased our engagement with suppliers to increase assurance around compliance and ethics.right places.

 

Risk Tolerance

In managing our cyber risk and the possible disruption and reputational impact we have a low to moderate tolerance for Cyber Security Risk.

Change from 2016

Picture 13  Included as ‘other risk’ in 2016

Link to strategy

Given our strategic priority ‘Innovate for value’ and an increasing focus on connected products we must deliver our technology solutions in compliance with laws and regulations and in a way that protects any vulnerability to Cyber Risk.

Picture 171

Picture 74  STRATEGIC PRIORITIES PAGE 10

Oversight

Audit Committee

Examples of risks

Loss of Intellectual Property/major data privacy breach or significant impact on business operations from Malware   or Ransomware outbreak.

–  Cyber Security is not considered in the design of new products with more products being connectable/having embedded software.

Actions taken by management

–  Security information and event management (SIEM) in place providing real-time analysis of security alerts generated by applications and network hardware.

–  Annual Penetration Testing, endpoint protection and Intrusion detection/prevention.

–  Annual Mandatory training and continuous awareness training for end-users.

–  Security Governance structure in place including a Cyber Security Steering Committee.

This is a summary of our sustainability activities and progress in 2014. Our Sustainability Report will be published in April 2015.

 

In 2014, there were no employee or contractor fatalities and our Lost Time Injury Frequency Rate (‘LTIFR’) fell again for the fourth successive year, this time by 20%. Compared to the previous year, total waste increased by 13%, however waste disposed to landfill fell by 19% as we found new ways to recycle.


 

Energy consumption has increased by 9% since 2011. However, after adjusting for the transient effect of transferring some production to China and the impact of newly acquired businesses, there was a net fall in energy consumption of 2%.

After three consecutive years of increases, water consumption reduced by 7% in 2014 compared to the previous year.

As part of the Great Place to Work strategy, substantially more of our employees enjoyed the benefits of wellness programmes.

We donated approximately $9 million in philanthropic activities, of which $2 million was in product donations and charitable gifts. Volunteering programmes were active in most of the territories where we work and the benefits to society and the level of employee involvement continued to increase.

LOGO

Safety

LOGO

The continuous improvement in safety performance is underpinned by committed leadership and a sharp focus on managing risks. Making health and safety a priority for all of our employees and contractors was an imperative in 2014. This was supported by the progressive rollout of our integrated management system and the wide introduction of behavioural based safety programmes.

40Smith & Nephew Annual report 2014


 

 

Water

LOGO

Reducing water consumption continued to be a challenge in 2014, however there was a reduction of 7% achieved as a result of a breakthrough in water consumption at our Memphis manufacturing facility where 66% of Smith & Nephew’s water is consumed.

Waste

LOGO

The annual increase of 13% in total waste was offset by moving landfill waste to recycling or energy recovery. A transient increase created by commissioning new capacity in China and the one-off event of disposing of waste arising from the Hull flood increased the total waste by 8%. In 2014, we carried out a thorough waste audit in order to implement more initiatives to manage and reduce our waste.

Energy and CO2

LOGO

The energy increase of 15.2 GWh (9%) since 2011 has been dominated by the transient impact of commissioning new manufacturing capacity in China accounting for 10 GWh whilst continuing production in the UK. The effect of recently acquired businesses accounted for 8.7GWh of the increase.

The underlying reduction of 3.5 GWh (2%) reflects the implementation of efficiency improvements in our manufacturing facilities.

Transferring manufacturing to China from the UK and acquiring capacity in India has resulted in higher emissions factors and increased CO2 emissions.

Greenhouse gases

Methodology, materiality and scope

The data reported relates to areas of largest environmental impact including manufacturing sites, warehouses, research and offices. Smaller locations representing less than 2% of our overall emissions are not included. Acquisitions completed before 2014 are included in the data.

All emissions fall within the scope of our consolidated financial statement and we have used the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition) as guidance for this process. Primary data from energy suppliers has been used wherever possible. The Biotherapeutics and the Sushrut Adler acquisitions are included in the data for 2014 for the first time. Data from the ArthroCare acquisition is excluded and is in line with our established policy for integration of acquired assets.

Our emissions have been calculated by using specific emissions factors for each country outside the US and regional factors within the US. We have used the US EPA ‘Emissions & Generation Resource Integrated Database’ (eGRID) for US regions and the UK Government DEFRA Conversion Factors for Greenhouse Gas Reporting for elsewhere. The emissions from all years have been recalculated using the most up-to-date factors available in 2014. Fugitive emissions are included from the manufacturing and research locations and arise from the losses of refrigerant gases.

  2014   2013  

CO2e Emissions (tonnes) from:

 

Direct emissions

 11,213   10,152  

 

Indirect emissions

 74,797   68,795  

 

Total

 

 

 

 

 

86,010

 

 

  

 

 

 

 

 

78,947

 

 

  

 

Intensity ratio

 

CO2e (t) per $m revenue*

 19.5   19.4  

 

CO2e (t) per full-time employee*

 

 

 

6.9

 

  

 

 

 

7.5

 

  

 

Revenue data: 2014 – $4.4 billion, 2013 – $4.1 billion

Full-time employee data: 2014 – 12,437, 2013 – 10,520

SMITH & NEPHEW ANNUAL REPORT 2017

RISK     

43

 NEW PRODUCT INNOVATION, DESIGN & DEVELOPMENT INCLUDING INTELLECTUAL PROPERTY

Our product portfolio is becoming increasingly complex, especially as we move to more innovative connected product technologies and our strategy of ‘owning the disease’. Our success relies on investing in safe products and platforms and aligned internal and external design and development innovation in order to compete effectively. The need to be nimble and considered in our approach to protecting our products, process and Intellectual Property is essential.

 

*Notes: 2013 data adjusted to exclude Healthpoint (Biotherapeutics) and 2014 data adjusted to exclude ArthroCare.

By order of the Board, 25 February 2015

LOGO

Susan Swabey

Company Secretary

LOGO

Smith & Nephew Annual report 2014            41

extremely low tolerance.


LOGO


LOGO


LOGO

At the top of

their game

 

Sports Medicine is the treatment of injuries to the soft tissues through keyhole surgery – typically ligaments, tendons and cartilage in the joints. These injuries can affect anyone, not just athletes. Sports Medicine helps patients recover function as well as minimise disability and recovery time.

  No Change

 

Smith & Nephew is a global leader in Sports Medicine. In 2014, nearly a quarter of our revenue came from this area, and our Joint Repair business delivered revenue growth of 8%.

It is a $4.6 billion global market, and a strong area of focus and opportunity for Smith & Nephew.

We expect to see long-term global growth driven by delivering both clinical benefits and strong health economics. Repairing injuries today prevents them becoming more debilitating as patients get older, which reduces future demands on healthcare systems. In the emerging markets we are helping to widen access to these advanced treatments through delivering medical education.

Sports Medicine is a great place to innovate. We are investing more in R&D to improve existing treatments, and to develop new instrumentation to enable surgeons to better treat their patients.

LOGO

LOGO

44Smith & Nephew Annual report 2014


 

 

 

 

STRATEGIC PRIORITIES

PAGE 10

Risk Tolerance

In pursuit of our strategy to be innovative but safe in our product offering we have a moderate to high tolerancefor risk.

Change from 2016

Picture 76  No Change

Link to strategy

Our Strategic Priority to ‘Innovate for Value’ depends heavily on our ability to continue to develop new innovative products and bring them to market.

Picture 172

Picture 83  STRATEGIC PRIORITIES PAGE 10

Oversight

Board

Examples of risks

–   Insufficient long-term planning to respond to competitor disruptive entries into marketspace.

–   Inadequate innovation due to low R&D investment, R&D skills gap or poor product development execution.

–   Lower value business segment investment, such as product maintenance and line extension projects.

–   Competitors may assert patents or other intellectual property rights against the Company, or fail to respect the Company’s intellectual property rights.

Actions taken by management

–   Newly created Global Research & Development (R&D) organisation and governance framework providing strategic direction for allocation of R&D investments across all businesses.

–   R&D charter to transform our Innovation pipeline and drive our corporate strategy to Innovate for Value.

–   Strengthened Clinical Affairs programme integrated with Global Marketing.

–   Cross functional New Product Design and R&D processes focused on identifying new products and potentially disruptive technologies and solutions.

–   Monitoring of external market trends and collation of customer insights to develop product strategies.

–   Careful attention to intellectual property considerations.

 QUALITY AND REGULATORY

Global regulatory bodies continue to increase their expectations on manufacturers and distributors of medical devices. Our products are implanted into human bodies and therefore Patient Safety is of paramount importance. The European Medical Device Regulations, launch of ISO13485 2016, the Medical Device Single Audit Programme and the tightening of the Chinese YY standards have increased the focus on clinical and technical evidence, supplier controls and continual product risk reduction.

Risk Tolerance

Our response to this risk continues to be critical and our ability to align and exceed the standards required to ensure safe and compliant products is the key driver for our extremely low tolerancefor risk in this area.

Change from 2016

Picture 90  Modified Principal Risk in 2017 – formerly included as Operational Risk – Quality and Business Continuity

Link to strategy

Our Strategic Priority to ‘Simplify and Improve our Business Model’ requires us to operate effectively and efficiently and to produce compliant products of the highest quality to our customers.

Picture 24

Picture 93  STRATEGIC PRIORITIES PAGE 10

Oversight

Board Ethics & Compliance Committee

Examples of risks

–   Defects in design or manufacturing of products supplied to, and sold by, the Company could lead to product recalls or product removal or result in loss of life or major injury.

–   Significant non-compliance with policy, regulations or standards governing products and operations regarding registration, manufacturing, distribution, sales or marketing.

–   Failure to obtain proper approvals for new or changed technologies, products or processes.

Actions taken by management

–   Comprehensive product quality processes and controls from design to customer supply are in place.

–   Careful attention to intellectual property considerations.

–   Standardised monitoring and compliance with quality management practices through our Global Quality Assurance and Regulatory Affairs organisation.

–   Incident management teams in place to respond immediately in the event of an incident relating to patient safety.

–   Governance framework in place for reporting, investigating and responding to instances of product safety and complaints.


 

24%

$5bn

Nearly a quarter of Smith & Nephew revenueGlobal Sports Medicine market with Smith & Nephew

came from Sports Medicine in 2014

having 24% market share in 2014 (see page 20)

LOGO

Smith & Nephew Annual report 2014            45


LOGO

Better by

design

 

44

     RISK

SMITH & NEPHEW ANNUAL REPORT 2017

 PRICING AND REIMBURSEMENT

Our success depends on our ability to sell our products profitably in spite of increasing pricing pressures from customers, and governments providing adequate funding to meet increasing demands arising from demographic trends. The prices we charge are therefore impacted by budgetary constraints and our ability to persuade customers and governments of the economic value of our products, based on clinical data, cost, patient outcomes and comparative effectiveness.

We further face challenging market dynamics, such as consolidation of customers into buying groups, increasing professionalisation of procurement departments and the commoditisation of entire product groups, which continue to challenge prices.

Risk Tolerance

In implementing innovative pricing strategies, we have a moderate to high tolerance for risk and are willing to accept certain risks in pursuit of new business opportunities.

Change from 2016

Picture 95  No Change

Link to strategy

Our Strategic Priorities to ‘Build a Strong Position in Established Markets’ and to ‘Focus on Emerging Markets’ depends on our ability to sell our products profitably in spite of increased pricing pressures from governments.

Picture 174

Picture 98  STRATEGIC PRIORITIES PAGE 10

Oversight

Board

Examples of risks

–   Reduced reimbursement levels and increasing pricing pressures.

–   Systemic challenge on number of elective procedures.

–   Lack of compelling health economics data to support reimbursement requests.

–   Risk of adverse trading margins due to fluctuating foreign currency exchange rates across our main manufacturing countries (US, UK, Costa Rica and China) and where our products are sold.

Actions taken by management

–   Development of innovative economic product and service solutions for both Established and Emerging Markets.

–   Appropriate breadth of portfolio and geographic spread to mitigate exposure to localised risks.

–   Incorporating health economic components into the design and development of new products.

–   Emphasising value propositions tailored to specific stakeholders and geographies through strategic investment and marketing programmes.

–   Holding prices within acceptable ranges through global pricing corridors.

 BUSINESS CONTINUITY AND BUSINESS CHANGE

Operating with a Global Remit, increased outsourcing and more sophisticated materials and product technology has made our manufacturing and supply chain process far more complex, leading to a greater potential for disruptive events. Ensuring our ability to continually execute and operate key sites and facilities in order to develop, manufacture and sell our products within this environment is a key strategic priority of the organisation. In addition, the pace and scope of our business ‘change’ initiatives increases the execution risk that benefits may not be fully realised, costs of these changes may increase, or that our business as usual activities may not perform in line with our plans.

Risk Tolerance

In operating our business, executing our change programmes and in managing our suppliers and facilities we have a low to medium tolerance for this risk.

Change from 2016

Picture 127  Modified Principal Risk in 2017 – formerly included as Operational Risk – Quality and Business Continuity

Link to strategy

Our Strategic Priority to ‘Simplify and Improve our Business Model’ requires us to operate effectively and efficiently and to ensure continuity of supply of products and services to customers.

Picture 41

Picture 142  STRATEGIC PRIORITIES PAGE 10

Oversight

Board

Examples of risks

–  Failure or significant performance issues experienced at critical/single source facilities.

–   Disruption to manufacturing at single or sole source facility (lack of manufacturing redundancy).

–   Supplier failure impacts ability to meet customer demand (single source suppliers).

–   Natural disaster impacts ability to meet customer demand.

–   Significant ‘change’ prevents our projects and programmes such as APEX achieving the intended benefits and disrupts existing business activities.

–   Political and economic ‘uncertainty’ in the countries in which we operate, e.g. Brexit.

Actions taken by management

–   Comprehensive product quality processes and controls are in place from design to customer supply.

–   Emergency and incident management and business recovery plans are in place at major facilities and for key products and key suppliers.

–   Second source suppliers identified for critical components or products.

–   Undertaking risk based review programmes for critical suppliers.

–   Project Management Governance and toolkits and project Steering Committee Oversight to support successful execution of programme and projects. Executive Committee and Audit Committee oversight of Risks to change programmes.

–   Brexit Steering Group regularly monitors the evolving impact of Brexit and oversees our response.


SMITH & NEPHEW ANNUAL REPORT 2017

RISK     

45

 MERGERS AND ACQUISITIONS

As the Company grows to meet the needs of our customers and patients, we recognise that we are not able to develop all the products and services required using internal resources and therefore need to undertake mergers and acquisitions in order to expand our offering and to complement our existing business. In other areas, we may divest businesses which are no longer core to our activities. It is crucial for our long-term success that we make the right choices around acquisitions and divestments. We have a deep knowledgewell-defined cross-functional process for managing risks associated with mergers and acquisitions that is subject to scrutiny from executive management and the Board of the needs of surgeons and nurses, we understand the economic pressures healthcare payers work under,Directors.

Risk Tolerance

In acquiring new businesses and business models, we have a moderate to high tolerancefor commercial risk and are willing to accept certain risks in pursuit of new business.

Change from 2016

Picture 149  No Change

Link to strategy

Our Strategic Priority to ‘Supplement Organic Growth with Acquisitions’ depends on our ability to identify the right acquisitions, to conduct thorough due diligence and to integrate acquisitions effectively.

Picture 176

Picture 158  STRATEGIC PRIORITIES PAGE 10

Oversight

Board

Examples of risks

–   Failure to identify appropriate acquisitions or to conduct effective acquisition due diligence.

–   Failure to integrate newly acquired businesses effectively, including Company standards, policies and financial controls.

Actions taken by management

–   Acquisition activity is aligned with corporate strategy and prioritised towards products, franchises and markets identified to have the greatest long-term potential.

–   Clearly defined investment appraisal process based on return on capital, in accordance with Capital Allocation Framework and comprehensive post-acquisition review programme.

–   Undertaking detailed and comprehensive cross-functional due diligence prior to acquisitions.

–   Compliance risks included as part of due diligence reviews, integration plans and reporting for acquisitions.

 TALENT MANAGEMENT

We recognise that patients are demanding better treatment options to restore quality of life. These factors drive our new product development programmes. In 2014, we launched a number of exciting new products, expanding our portfolios in our Established Marketspeople management, effective succession planning and Emerging & International Markets.

We also invested $235 million in R&D in 2014, over 5% of revenue, and have a strong pipeline of innovation to come. Our experts in Europe, US, China and India keep us close to our customers and ensure our programmes target unmet clinical needs, have strong financials and are technologically feasible. They also work closely with manufacturing to ensure we can produce new products to clinical, cost and time specifications.

JOURNEY II

The JOURNEY II Cruciate Retaining (CR) knee replacement extends the JOURNEY II Total Knee System to procedures that preserve the posterior cruciate ligament (PCL), which accounts for approximately half of all knee replacement procedures. The JOURNEY II CR knee, like the JOURNEY II Bi-cruciate Stabilized (BCS) knee that was launched last year, sets a new standard in knee implant performance by restoring more normal motion for patients.

LOGO

HAT-TRICK

The HAT-TRICK Lesser Toe Repair System is our entry into the high-growth forefoot market, where we believe there are significant opportunities for us to enhance the surgeon experience, simplify the procedures and, most importantly, improve patient outcomes.

LOGO

EVOS

EVOS MINI Plating System for use in complex fractures of the long bones of the arms and legs. Designed specifically for traumatologists, this long-bone-specific system includes the variety of mini, flat plates and screw sizes necessary to address both fracture reduction and short-term fixation while the final, load-bearing repair is being completed.

LOGO

PICO

PICO, Smith & Nephew’s disposable, canister-free Negative Pressure Wound Therapy system has been named Most Innovative Product 2014 at The Irish Medical and Surgical Trade Association Awards. The award was judged by a panel of top clinicians, health service executives and medical companies.

LOGO

46Smith & Nephew Annual report 2014


LOGO


LOGO


LOGO


LOGO


LOGO


LOGO

Realising

potential

The ability to attract and retain talented employeestalent is essentialof great importance to achieving our business goals. This is why onethe success of our strategic imperatives is to be recognised as, a great place to work.

For Smith & Nephew, being a great place to work means having a workplace where employees are proudCompany. In the current economic environment of strong competition and excited to come each day because they are doing work that makes a difference for customers and patients.

It is a place where employees are valued for their performance and achievements, and a place that values trust above all else.

To qualify as a Great Place to Work, a company must complete the Great Place to Work Trust Index survey and its management must participate in a Culture Audit. Both evaluate the company’s performance on key dimensionsreduced spending, retention of engagement: Credibility, Respect, Fairness, Pride and Camaraderie.

We aim to provide an open, challenging, productive, diverse, healthy, safe and participative environment based on constructive relationships.

Diverse

Smith & Nephew believes that diversity fuels innovation. We are committed to employment practices based on equality of opportunity, regardless of colour, creed, race, national origin, sex, age, marital status, sexual orientation or mental or physical disability unrelated to the ability of the person to perform the essential functions of the job. Diversity & Inclusion continues to be a key focus for us and we have a Global Steering team sponsored by the CEO with local councils established across the business. 30% of our Board of Directors and 23% of senior managers are female.

Healthy

We strongly believe we perform better when our employees are healthy, motivated and focused. The support we provide our employees when they experience a health concerntop talent is a critical factorrisk which requires a strong process in how wellrelation to retention and how quickly they are ableengagement. Failure to get backdo so can result in risks in our ability to peak. During 2014, Smith & Nephew signed upexecute Company strategy and achieve business objectives in relevant functions and to be effective in the UK’s Time to Change programme, showing our employees being open about mental health concerns will lead to support, not discrimination,chosen market/discipline and embarked on a global wellness initiative to support all employees.leadership of newer workforce which may impact the Company’s future success.

 

Safe

We are committed to providing healthy and safe working conditions for all employees. We achieve this by ensuring that health and safety and the working environment are managed as an integral part of the business, and we recognise employee involvement as

Risk Tolerance

We have a key part of that process. During 2014, we reduced the lost time injury frequency by 20%, reflecting a sharp focus of leadership on identifying and managing workplace risk.

14,000

Our employees support healthcare

professionals in more than 100 countries

23%

of our senior managers are female

52Smith & Nephew Annual report 2014


LOGO


CORPORATE GOVERNANCE

Our Board of Directorsmoderate tolerance for this risk.

Change from 2016

Picture 50  Included as ‘other risk’ in 2016

Link to strategy

All our strategic priorities rely on ensuring we have the right talent within our organisation to deliver maximum efficiency in everything we do and to build strong leaders for the future.

 

 

LOGOLOGOLOGO

Picture 178

Picture 163  STRATEGIC PRIORITIES PAGE 10

Oversight

Board

Examples of risks

–   Loss of key talent and lack of appropriate succession planning in context of required skill sets for future business needs.

–   Loss of competitive advantage due to an inability to attract and retain Top Talent.

–   Loss of intellectual capital due to poor retention of talent.

Actions taken by management

–   Formal Talent Review process where the Executive Team has accountability for managing talent.

–   Identification of high performing individuals and practices to plan for the succession of key roles.

–   Consistent and robust performance Management process.

–   Development of strategic skills resourcing plan by functional areas.


 

 

46

     RISK

SMITH & NEPHEW ANNUAL REPORT 2017

Roberto Quarta (65)Commercial execution

We continue to make good and strong progress delivering our priorities and are proud of the pace with which our strategic and operational decisions are quickly translated into actions. Effective communication and engagement with our customers are critical to the long-term success of our business. We are confident that we have the right priorities, structures and capabilities across the Group and we acknowledge that only strong and continued execution will keep us ahead of our competitors and best placed to serve our customers. Failure to execute our priorities will impact our ability to continue to grow our business and serve our customers.

Risk Tolerance

In continuing to execute our priorities in an innovative, safe, profitable and compliant way we have a low to moderate tolerance level.

Change from 2016

Picture 51  Modified Principal Risk in 2017 – previously incorporated into other principal risks 

Link to strategy

All Strategic Priorities

Picture 179

Picture 168  STRATEGIC PRIORITIES PAGE 10

Oversight

Board

Examples of risks

–   Failure to adequately execute our strategy from high-level ambition to specific actions to make the ambition a reality.

–   Inability to keep pace with significant product innovation and technical advances to develop commercially viable products.

–   Failure to appropriately adapt our priorities and execution when conditions change meaning that transformational programmes do not deliver the expected outcomes.

–   Failure to engage effectively with our key stakeholders to meet their evolving needs leading to loss of customers.

Actions taken by management

–   Strengthened our commercial platform by creating a global commercial organisation with a remit to drive commercial performance across the Group through sales force excellence and pricing discipline.

–   Newly created Global Research & Development organisation and supporting governance framework.

–   Improved Market Development and Launch Execution – Commitment to ‘win’ profitably in our target markets.

–   Strategic planning process clearly linked to business and Group Risk.

–   Global transformational programmes in place providing agile opportunities for efficiencies, growth and a strengthened competitive position.

 

DEEP DIVES COMPLETED IN THE YEAR (Group Risk Team/Board and Audit Committee Reviews)

Olivier Bohuon (56)

Julie Brown (52)

Chairman

Chief Executive Officer

Chief Financial Officer

JoinedDuring the Board in December 2013year, the risks identified through the ‘bottom up’ and appointed Chairman following election by shareholders on 10 April 2014. He was also appointed Chairman of‘top down’ processes were mapped against each other with the Nomination & Governance Committeemost significant risks forming our Principal Risks. These risks and a Member of the Remuneration Committee on that day.

Career and Experience

Roberto is a graduate and a former Trustee of the College of the Holy Cross, Worcester (MA), US. He started his career as a manager trainee at David Gessner Ltd, before moving on to Worcester Controls Corporation and then BTR plc, where he was a divisional Chief Executive. Between 1985 and 1989 he was Executive Vice President of Hitchiner Manufacturing Co. Inc., where he helped the company to expand internationally. He returned to BTR plc in 1989 as Divisional Chief Executive, where he led the expansion in North America and was appointed to the main board. From here he moved to BBA Aviation plc, as CEO from 1993 to 2001 and then as Chairman, until 2007. He has held several board positions, including Non-executive Director of Powergen plc, Equant N.V., BAE Systems plc and Foster Wheeler AG. His previous Chairmanships include Italtel Group S.p.A. and Rexel S.A. He is currently Chairman Designate of WPP plc, and will shortly retire as Chairman of IMI plc, the global engineering group as soon as a suitable replacement is appointed. He is a partner at Clayton, Dubilier & Rice and he is aour tolerance levels were discussed with each member of the InvestmentExecutive Committee of Fondo Strategico Italiano Spa.

Skillsseparately and Competencies

Roberto’s careercollectively in private equity brings valuable experienceAugust and were presented to the Board particularly when evaluating acquisitions and new business opportunities. He has an in-depth understanding of differing global governance requirements having servedduring the Strategy Review in September 2017. A further ‘bottom up’ exercise was carried out in November to validate that the risk profile had not significantly changed since the initial exercise in June. No changes were required to our risk profile as a director and Chairmanresult of this exercise, which was also formally validated by each Accountable Executive.

Throughout 2017, a number of UK and international companies. Since his appointment as Chairman in April 2014, he has conducted a comprehensive review into the composition ofdifferent risk topics were presented to the Board and conductedits Committee and specific ‘Deep Dive’ reviews were also completed by the search for new Non-executive Directors resulting in the appointment of Vinita BaliGroup Risk Team as follows.

Board and Erik Engstrom.Audit Committee Deep Dives

 

NationalityLegal, Compliance and Quality

LOGO   American/Italian

JoinedDuring the Boardyear the Ethics & Compliance Committee meetings considers papers from the quality and was appointed Chief

Executive Officerregulatory, legal and compliance teams. In 2017, the meetings have covered topics including preparation for General Data Protection Regulation (GDPR) in April 2011. He is a MemberEU, Medical Device Regulations (MDR), FDA & Notified Body Inspection Activities, the Global Quality and Compliance Audit programme, Transactions with Compliance Risks and the outcome of the Nomination & Governance Committee.significant Investigations.

 

 

 

CareerStrategic: Research and ExperienceDevelopment and M&A

OlivierThe Board has hadconsidered a highly successful careerreport from the R&D team covering topics/risks in relation to execution, driving high value Innovation Projects and investment in Clinical Evidence and associated strategies to manage these risks. Each Board meeting considers Corporate Development. For 2017, this has focused on the lead up to, and our acquisition of, Rotation Medical. Retrospective reviews have also happened during the year on previous acquisitions compared to the expectations in the pharmaceutical industry. He holds a doctorate from the University of Paris and an MBA from HEC, Paris. His career has been truly global. He started his career in Morocco with Roussel Uclaf and then, with the same company, held a number of positions in the Middle East with increasing levels of responsibility. He joined Abbott in Chicago as head of their anti-infective franchise with Abbott International, before becoming Pharmaceutical General Manager in Spain. He subsequently spent 10 years with GlaxoSmithKline, rising to Senior Vice President & Director for European Commercial Operations. He then re-joined Abbott as President for Europe, became President of Abbott International (all countries outside of the US), and then President of their Pharmaceutical Division, which was a $20 billion business, encompassing manufacturing, R&D and commercial operations. He joined Smith & Nephew from Pierre Fabre, where he was Chief Executive.

Skills and Competencies

Olivier has extensive international healthcare leadership experience within a number of significant pharmaceutical and healthcare companies. His global experience provides the skillset required to innovate a FTSE100 company with a deep heritage and provide inspiring leadership. He is a Non-executive Director of Virbac group.

Nationality

LOGO   French

Joined the Board as Chief Financial Officer in February 2013.deal models.

 

 

 

Manufacturing Operations

CareerThroughout the year, the Board has received presentations from the global operations team with oversight of operational matters, particularly relating to the manufacturing footprint and Experiencethe risks associated with the current footprint and the proposals to mitigate these risks.

Julie is a graduate, Chartered Accountant

Functional Oversight

The Board and FellowAudit Committee receive regular updates throughout the year from functions such as IT, Tax, Treasury and Financial operations. The Audit Committee also receives an update three times during the year on progress of risk management across the organisation.

IT/Cyber

The Audit Committee received reports on IT and Cyber security, including an assessment of the Instituteexisting risks and benchmarking against industry standards.

HR

Annual discussion at the Board in relation to talent succession, culture and values.

Group Risk Team Deep Dives

A series of Taxation. She trained with KPMG before working at AstraZeneca PLC, where she served as Vice President Group Finance, and ultimately, as Interim

Chief Financial Officer. Prior to that she was

Regional Vice President Latin America, Marketing Company President AstraZeneca Portugal, and Vice President Corporate

Strategy and R&D Chief Financial Officer. In both Julie’s country and regional roles, trading margins increased significantly, improving the efficiency and profitability of the business. Her experience encompasses many areas of the healthcare value chain including Commercial, Operations, R&D and Business Development. She has led multi-billion dollar cost saving and restructuring programmes in Operations, R&D and the Commercial organisations and led major refinancing programmes, including the issuance of $2 billion US bonds. Julie has so far in her career, fulfilled two Non-executive

Directorships with the NHSplanned ‘Deep Dives’ have been completed in the UKyear across our Business and Product Group Risk Areas, including PICO, Total Knees and ALLEVYN product Groups, Compliance and Europe/Canada Business Areas. These reviews have been newly introduced in 2017 to supplement reports provided to the Board and primarily cover an ‘independent’ assessment of compliance to the British Embassy.expected Risk Management Framework and in particular the adequacy of stated mitigating activities. The results are reported through the Risk Champions and Accountable Executives to the Audit Committee and are tracked and monitored to resolution by the Group Risk Team.

 

Skills


SMITH & NEPHEW ANNUAL REPORT 2017

RISK     

47

2018 RISK MANAGEMENT PLAN

Our work will continue in 2018 to evolve and Competencies

Julie has deep financial expertisestrengthen our approach to managing risks across the organisation, including our business areas and understanding of the healthcare sector, which has enabled herproduct groups. We will continue to leadensure a major transformation project at Smith & Nephew designedtruly collaborative approach to simplifyrisk management with risk accountability sitting squarely with management and improvea proactive Group Risk Function influencing decision making through effective challenge and timely consultation. 2018 will see innovation further driven through a new Global Enterprise Risk Management tool, more regular and sophisticated risk reporting across the organisation and deliver margin accretion. She isfurther embedding Risk Appetite into decision making.

2018 RISK MANAGEMENT TIMELINE

Q1 2018 

Q2 2018

Q3 2018

Q4 2018 

Q1 2019 

Internal Audit

–  2019 Risk Based Internal Audit Plan Preparation

–  Risk Management Effectiveness Review report to the next Audit Committee

Deep dive risk reviews

Group Risk Team

–  Refresh Enterprise Risk management Policy and process

–  Monthly reports to Executive Committee

–  Risk Champion/Owner training

–  Report to Audit Committee

–  Monthly reports to Executive Committee

–  Facilitate ‘top down’ review process

–  One to Ones with Executive Committee and Board

–  Monthly reports to Executive Committee

–  Prepare 2019 Enterprise Risk Management Strategy

–  Prepare Review of Principal Risks

–  Report to Audit Committee

Business/Product Risk Areas

–  Quarterly Risk Review by Senior Leadership Team

–  Quarterly Risk Review by Senior Leadership Team

–  Risk Register refresh and submission to Group Risk Team

–  Quarterly Risk Review by Senior Leadership Team

–  Quarterly Risk Review by Senior Leadership Team

–  Risk Register refresh and submission to Group Risk Team annual certification

Executive Committee

–  ‘Top Down’ Review of Principal/Significant Risks

–  Approve Principal Risks

Board

–  Review of significant risks

Audit Committee

–  Review and approval of the Group’s 2017 Risk Management Process and Viability Statement

–  Receive report from the Group Risk Team and review Enterprise Risk Management process

–  Receive report from the Group Risk Team and review Enterprise Risk Management process

–  Review and approve Principal Risks


48

     RISK

SMITH & NEPHEW ANNUAL REPORT 2017

OUR VIABILITY STATEMENT

HOW WE ASSESS OUR PROSPECTS

During the year, the Board has carried out a recognised leaderrobust assessment of the Principal Risks affecting the Company, particularly those which could threaten the business model. These risks and the actions being taken to manage or mitigate them are explained in detail on pages 42–46 of this Annual Report.

In reaching our Viability Statement conclusion, we have undertaken the following process:

–    The Audit Committee reviewed the Risk Management process at their meetings in February, April, July and November, receiving presentations from the Group Risk function, explaining the processes followed by management in identifying and managing risk throughout the business.

–    In the summer, a series of detailed one-to-one discussions were held with a proven abilityeach member of the Executive Committee and the Group Risk Team. In these discussions, the Executives were asked to build teams. Her commercial experienceconsider the significant risks which they believed could seriously impact the profitability and future prospects of the Company and the principal risks that would threaten its business model, future performance, solvency or liquidity.

–    As part of the annual Strategy Review in Latin America is of particular benefit as we continue to grow in emerging markets. She has heldSeptember, the Board considered and discussed the principal risks which could impact the business model over the next three years and discussed with the management team how these risks were being managed and mitigated.

–    Throughout the year, a number of senior commercial roles as well as financial positions, making her a versatile Chief Financial Officer.

Nationality

LOGO   British

54Smith & Nephew Annual report 2014


LOGOLOGOLOGO

Vinita Bali (59)

Independent Non-executive Director

Ian Barlow (63)

Independent Non-executive Director

The Rt. Hon Baroness Virginia Bottomley of Nettlestone DL (66)

Independent Non-executive Director

Appointed Independent Non-executive Director in April 2012. She is a Member ofdeep dives into different risks were conducted by the Remuneration Committee and joined the Nomination & Governance Committee on 10 April 2014.

Appointed Independent Non-executive Director on 1 December 2014. She will join the Remuneration and Ethics & Compliance Committees on 1 April 2015.

Appointed Independent Non-executive Director in March 2010 and Chairman ofBoard, the Audit Committee in May 2010. He was appointed a Member ofand the Ethics & Compliance Committee looking into the nature of the risks and how they were mitigated, as detailed on 2 October 2014.page 46 of this Annual Report.

Career and Experience

Vinita holds an MBA from–    Throughout the Jamnalal Bajaj Institute of Management Studies, University of Bombay and a bachelor’s degree in economics from the University of Delhi. She commenced her career in India with the Tata group, and then joined Cadbury India, subsequently working with Cadbury Schweppes plc in the UK, Nigeria and South Africa. From 1994, she heldyear, a number of senior global positions in marketingdeep dives into specific risk areas were conducted by the Group Risk Team, the results of which were presented to and general management at discussed by the Audit Committee.

ASSESSMENT PERIOD

The Coca-Cola Company based inBoard have determined that the USthree-year period to December 2020 is an appropriate period over which to provide its Viability Statement. This period is aligned to the Group’s Strategic Planning process and South America, becoming Presidentreflects the Board’s best estimate of the Andean Division in 1999 and Vice President, Corporate Strategy in 2001. In 2003, she joinedfuture viability of the consultancy, Zyman Group as Managing Principal, again based in the US. Until recently, Vinita was Managing Director and Chief Executive Officer of Britannia Industries Ltd, a leading Indian publicly listed food company. Currently, Vinita is a Non-executive Director of Syngenta AG, Titan Company Ltd and CRISIL (Credit Rating Information Services of India) Ltd. She is also a board member of GAIN (Global Alliance for Improved Nutrition).

Skills and Competencies

Vinita has an impressive track record of achievement with blue-chip global corporations in multiple geographies including India, Africa, South America, the US and UK, all key markets for Smith & Nephew. Additionally, her strong appreciation of customer service and marketing brings deep insight to the Company as we continue to develop innovative ways to serve our markets and grow our business.

 

Nationality

LOGO   Indian

 

Career and Experience

Ian is a Chartered Accountant with considerable financial experience both internationally and in the UK. He was a Partner at KPMG, latterly Senior Partner, London, until 2008. At KPMG, he was Head of UK tax and legal operations, and acted as Lead Partner for many large international organisations operating extensively in North America, Europe and Asia. Ian’s previous appointments include Non-executive Director and Chairman of the Audit Committee of PA Consulting Group and Non-executive Director of Candy & Candy. He was Chairman of WSP Group plc and of Think London, the inward investment agency. He is currently Lead Non-executive Director chairing the Board of Her Majesty’s Revenue & Customs; Non-executive Director of The Brunner Investment Trust PLC; Non-executive Director of Foxtons Group plc; Board Member of the China-Britain Business Council and Chairman of The Racecourse Association.

Skills and Competencies

Ian’s longstanding financial and auditing career and extensive board experience add value to his role as Chairman of the Audit Committee. It was of particular benefit when leading the selection process for the new external auditor in 2014. His appointment as an additional member of the Ethics & Compliance Committee recognises the close links between the activities and oversight role of both committees. His work for a number of international companies gives added insight when reviewing our global businesses.

Nationality

LOGO   British

Career and Experience

Virginia gained her MSc in Social Administration from the London School of Economics and Political Science following her first degree. She was appointed a Life Peer in 2005 following her career as a Member of Parliament between 1984 and 2005. She served successively as Secretary of State for Health and then Culture, Media and Sport. Virginia was formerly a director of Bupa and Akzo Nobel NV. She is currently a director of International Resources Group Limited, member of the International Advisory Council of Chugai Pharmaceutical Co., Chancellor of University of Hull and Sheriff of Hull, Pro Chancellor of the University of Surrey, Governor of the London School of Economics and Trustee of The Economist Newspaper.

Skills and Competencies

Virginia’s extensive experience within government, particularly as Secretary of State for Health brings a unique insight into the healthcare system both in the UK and globally, whilst her experience on the Board of Bupa brings an understanding of the private healthcare sector and an insight into the needs of our customers. Her long association with Hull, the home of many of our UK employees also brings an added perspective.

Nationality

LOGO   British

 

LOGO

Smith & Nephew Annual report 2014            55


CORPORATE GOVERNANCE

Our Board of Directorscontinued

2017 SCENARIOS MODELLED

Scenario 1 – Pricing

Link to Strategy

Link to Principal Risks

–  Pricing and reimbursement pressures or currency exchange volatility (Principal Risk) – leading to a major loss of revenues and profits. Action taken: We have modelled a 1% reduction in annual price growth/decline for each year from 2018. 

Picture 183

Pricing  and Reimbursement

Scenario 2 Operational risk

–  Execution risk – our inability to launch new products losing significant market share to the competition. Action taken: We have modelled a 1% reduction in annual volume growth rates each year from 2018.

–  Product liability claims – giving rise to significant claims and legal fees. Action taken: We have modelled a one-off significant product liability claim in 2019.

–  Temporary loss of key production capability – resulting in our inability to manufacture a key product for a period of time. Action taken: We have modelled the loss of a factory, resulting in the loss of production and sales of a key product for two years from 2019.

Picture 185

New Product Innovation, Design & Development (including Intellectual property)

Commercial Execution

Scenario 3 – Legal regulatory and compliance risks 

–  Regulatory measures – impacting our ability to continue to sell key products. Action taken: We have modelled the complete loss of revenue from a key product for each year from 2018.

–  Bribery and corruption claims – giving rise to significant fines. Action taken: We have assumed a one-off significant fine in 2019. 

Picture 187

Legal and Compliance

Quality and Regulatory

Scenario 4 – Cyber security 

–  Inability to issue invoices or collect money for a period of time.

–  Action taken: We have modelled one of our key regions being unable to invoice sales and collect cash for one month in 2019.

Picture 188

Cyber Security

Other

–  Political and economic forces – for example political upheaval, which could cause us to withdraw from a major market for a period of time. Action taken: We have modelled the loss of revenue and profits from a medium sized business due to withdrawal from a market from 2019.

Picture 190

Business Continuity and Business Change


 

 

LOGOLOGOLOGO

SMITH & NEPHEW ANNUAL REPORT 2017

RISK     

49

 

Erik Engstrom (51)

SCENARIO TESTING

For the purpose of testing the viability of the Company, we have undertaken a robust scenario assessment of the principal risks and some other risks, which could threaten the viability or existence of the Company. These have been modelled as follows:

Michael Friedman (71)

In carrying out scenario modelling of the principal and significant risks on the previous page we have also evaluated the impact of a severe but plausible combination of these risks actually occurring over the three-year period. We have considered and discussed a report setting out the terms of our current financing arrangements and potential capacity for additional financing should this be required in the event of one of the scenarios modelled occurring.

We are satisfied that we have robust mitigating actions in place as detailed on pages 42–46 of this Annual Report. We recognise, however, that the long-term viability of the Company could also be impacted by other, as yet unforeseen, risks or that the mitigating actions we have put in place could turn out to be less effective than intended.

Brian Larcombe (61)VIABILITY STATEMENT

Independent Non-executive Director

Independent Non-executive Director

Independent Non-executive Director

Appointed Independent Non-executive Director onHaving assessed the principal risks, the Board has determined that we have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over a period of three years from 1 January 20152018. In our long-term planning we consider horizons of both five and Memberten years. However, as most of our efforts are focused on the coming three years, we have chosen this period when considering our viability.

Our conclusion is based on our current Strategic Plan approved by the Board in January 2018, having regard to longer-term strategic intentions, yet to be formulated in detail. However, we operate in a changing marketplace, which might cause us to adapt our Strategic Plans. In responding to changing external conditions, we will continue to evaluate any additional risks involved which might impact the business model.

By order of the Audit Committee.Board, on 22 February 2018

Susan Swabey

Company Secretary

 

 

 

Career and Experience

Erik is a graduate of the Stockholm School of Economics (BSc) and of the Royal Institute of Technology in Stockholm (MSc). In 1986, he was awarded a Fulbright scholarship to Harvard Business School, from where he graduated with an MBA in 1988. Erik commenced his career at McKinsey & Co. and then worked in publishing, latterly as President and Chief Operating Officer of

Random House, Inc. and as President and

Chief Executive Officer at Bantam Doubleday

Dell, North America. In 2001, he moved on to be a partner at General Atlantic Partners, a private equity investment firm focusing on information technology, internet and telecommunications businesses. Between 2004 and 2009, he was Chief Executive of Elsevier, the division specialising in scientific and medical information and then from 2009 Chief Executive of Reed Elsevier.

 

Skills and Competencies

Erik has successfully reshaped Reed Elsevier’s business in terms of portfolio and geographies. He brings a deep understanding of how technology can be used to transform a business and insight into the development of new commercial models that deliver attractive economics.

Nationality

LOGO   Swedish

Appointed Independent Non-executive Director in April 2013. He was appointed Chairman of the Ethics & Compliance Committee on 1 August 2014.

Career and Experience

Michael graduated with a Bachelor of Arts degree, magna cum laude from Tulane University and a Doctorate in Medicine from the University of Texas. He completed postdoctoral training at Stanford University and the National Cancer Institute, and is board certified in Internal Medicine and Medical Oncology. In 1983, he joined the Division of Cancer Treatment at the National Cancer Institute and went on to become the Associate Director of the Cancer Therapy Evaluation Program. Michael was most recently Chief Executive Officer of City of Hope, the prestigious cancer research and treatment institution in California. He also served as Director of the institution’s Cancer Centre and held the Irell & Manella Cancer Center Director’s Distinguished Chair. He was formerly Senior Vice President of research, medical and public policy for Pharmacia Corporation and also Deputy Commissioner and Acting Commissioner at the US Food and Drug Administration (FDA). He has served on a number of boards in a non-executive capacity, including Rite Aid Corporation. Currently, Michael is a Non-executive Director of Celgene Corporation and Non-executive Director of MannKind Corporation.

Skills and Competencies

Michael understands the fundamental importance of research, which is part of Smith & Nephew’s value creation process. His varied career in both the public and private healthcare sector has given him a deep insight and a highly respected career. In particular his work with the FDA and knowledge relating to US compliance provides the skillset required to Chair the Ethics & Compliance Committee and resulted in a smooth handover during 2014.

Nationality

LOGO   American

Appointed Independent Non-executive Director in March 2002, Member of the Audit Committee, Nomination & Governance Committee and Remuneration Committee, and appointed Senior Independent Director on 10 April 2014.

Career and Experience

Brian graduated with a Bachelor of Commerce degree from Birmingham University. He spent most of his career in private equity with 3i Group. After leading the UK investment business for a number of years, he became Finance Director and then Chief Executive of the Group following its flotation. He has held a number of Non-executive Directorships. He is currently Non-executive Director of gategroup Holding AG and Non-executive Director of Kodak Alaris Holdings Limited.

Skills and Competencies

Brian’s experience in private equity is particularly useful to us when evaluating acquisitions and new business opportunities. His long service as a Non-executive Director has provided continuity throughout a period of change and his corporate memory and wise counsel continues to support our new Chairman. As Senior Independent Director and member of the Nomination & Governance Committee, he plays an active role in succession planning and the search for new Non-executive Directors. In 2014, he led an insightful review into the effectiveness of the Board.

Nationality

LOGO   British

56Smith & Nephew Annual report 2014


 

 

 

 

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50

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

OUR BOARD OF DIRECTORS

A DIVERSE BOARD

Picture 272

Picture 273

Picture 274

ROBERTO QUARTA (68)

Chairman

Joined the Board in December 2013 and appointed Chairman following election by shareholders at the 2014 Annual General Meeting. He was also appointed Chairman of the Nomination & Governance Committee and a Member of the Remuneration Committee on that day.

Career and experience

Roberto is a graduate and a former Trustee of the College of the Holy Cross, Worcester (MA), US. He started his career as a manager trainee at David Gessner Ltd, before moving on to Worcester Controls Corporation and then BTR plc, where he was a divisional Chief Executive. Between 1985 and 1989 he was Executive VP of Hitchiner Manufacturing Co., Inc. He returned to BTR plc in 1989 as Divisional Chief Executive, where he was appointed to the main board. From here he moved to BBA Aviation plc, as CEO and then as Chairman, until 2007. He has held several board positions, including NED of Powergen plc, Equant N.V., BAE Systems plc and Foster Wheeler AG. His previous Chairmanships include Italtel SpA, Rexel S.A., IMI plc and SPIE SA. He is currently Chairman of WPP plc. He is a partner at Clayton Dubilier & Rice and a former member of the Investment Committee of Fondo Strategico Italiano S.p.A.

Skills and competencies

Roberto’s career in private equity brings valuable experience to Smith & Nephew, particularly when evaluating acquisitions and new business opportunities. He has an in-depth understanding of differing global governance requirements having served as a director and chairman of a number of UK and international companies. Since his appointment as Chairman in April 2014, he has conducted a comprehensive review into the composition of the Board and its Committees, and conducted the search for new Non-Executive Directors, resulting in the appointment of Vinita Bali in 2014, Erik Engstrom and Robin Freestone in 2015, Angie Risley and Marc Owen during 2017, and Roland Diggelmann so far in 2018.

Nationality

Picture 198    American/Italian

OLIVIER BOHUON (59)

Chief Executive Officer

Joined the Board and was appointed Chief Executive Officer in April 2011. Olivier has announced his intention to retire by the end of 2018.

Career and experience

Olivier holds a doctorate in Pharmacy from the University of Paris and an MBA from HEC, Paris. He started his career in Morocco with Roussel Uclaf S.A. and then, with the same company, held a number of positions in the Middle East with increasing levels of responsibility. He joined Abbott in Chicago as head of their anti-infective franchise with Abbott International before becoming Pharmaceutical General Manager in Spain. He subsequently joined GlaxoSmithKline plc, rising to Senior Vice President & Director for European Commercial Operations. He then re-joined Abbott as President for Europe, became President of Abbott International (all countries outside of the US), and then President of their Pharmaceutical Division. He joined Smith & Nephew from Pierre Fabre, where he was Chief Executive.

Skills and competencies

Olivier has extensive international healthcare leadership experience within a number of significant pharmaceutical and healthcare companies. His global experience provides the skillset required to innovate a FTSE 100 company with a deep heritage and provide inspiring leadership. He is a NED of Virbac Group and Shire plc, where he is also a member of the Remuneration Committee and the Nomination & Governance Committee and will be appointed Senior Independent Director on 25 April 2018.

Nationality

Picture 200     French

GRAHAM BAKER (49)

Chief Financial Officer

Joined the Board as Chief Financial Officer on 1 March 2017 and elected by shareholders on 6 April 2017.

Career and experience

Graham holds an MA degree in Economics from Cambridge University and qualified as a Chartered Accountant and Chartered Tax Adviser with Arthur Andersen. In 1995, he joined AstraZeneca PLC where he worked for 20 years, holding multiple senior roles, including Vice President Finance & Chief Financial Officer, North America (2008‑2010), Vice President, Global Financial Services (2010‑2013) and Vice President, Finance, International (2013‑2015) with responsibility for all emerging markets. Most recently, Graham was Chief Financial Officer of generic pharmaceuticals company Alvogen.

Skills and competencies

Graham has deep sector knowledge and has had extensive exposure to established and emerging markets which is extremely relevant to his role at Smith & Nephew. He has a strong track record of delivering operational excellence and has relevant experience across major finance roles and geographic markets, leading large teams responsible for significant budgets.

Nationality

Picture 202     British

 

Joseph Papa (59)


 

Susan Swabey (53)

Independent Non-executive Director

Company Secretary

Appointed Independent Non-executive Director in August 2008 and Chairman of the Remuneration Committee in April 2011, Member of the Audit Committee and Ethics & Compliance Committee.

Career and Experience

Joe graduated with a Bachelor of Science degree in Pharmacy from the University of Connecticut and Master of Business Administration from Northwestern University’s Kellogg School of Management. In 2012, he received an Honorary Doctor of Science degree from the University of Connecticut School of Pharmacy. He began his commercial career at Novartis International AG as an Assistant Product Manager and eventually rose to Vice President, Marketing, having held senior positions in both Switzerland and the US. He moved on to hold senior positions at Searle Pharmaceuticals and was later President & Chief Operating Officer of DuPont Pharmaceuticals and then Watson Pharma Inc. Between 2004 and 2006, he was Chairman and Chief Executive Officer of the Pharmaceutical Technologies Services Segment of Cardinal Health, Inc. Joe is currently Chairman and Chief Executive of Perrigo Company plc, one of the largest over-the-counter pharmaceutical companies in the US.

Skills and Competencies

With over 30 years’ experience in the global pharmaceutical industry, Joe brings deep insight into the wider global healthcare industry and the regulatory environment. As Chairman and Chief Executive of a significant US Company, Joe has a comprehensive understanding both of how to attract and retain global talent and use remuneration arrangements that incentivise performance, leading to maximum returns for investors.

Nationality

LOGO   American

Appointed Company Secretary in May 2009.

Skills and Experience

Susan has 30 years’ experience as a company secretary in a wide range of companies including Prudential plc, Amersham plc and RMC Group plc. Her work has covered board support, corporate governance, corporate transactions, share registration, listing obligations, corporate social responsibility, pensions, insurance and employee and executive share plans. Susan is joint Vice-Chair of the GC100 Group, a member of the CBI Companies Committee and is a frequent speaker on corporate governance and related matters. She is also a trustee of ShareGift, the share donation charity.

Nationality

LOGO   British

LOGO

Smith & Nephew Annual report 2014            57


CORPORATE GOVERNANCE

Our Executive Officers

Olivier Bohuon is supported in the day-to-day management of the Group by a strong team of Executive Officers:

LOGOLOGO

Julie Brown (52)

Rodrigo Bianchi (55)

Chief Financial Officer

President, IRAMEA

Joined the Board as Chief Financial Officer in February 2013. Julie is a graduate, Chartered Accountant and Fellow of the Institute of Taxation. She is based in London.

Skills and Competencies

Julie’s experience in the healthcare sector

includes 25 years with AstraZeneca PLC in

progressively senior roles and four years with KPMG. Most recently, she served as Interim Chief Financial Officer of AstraZeneca. She has international experience and a deep understanding of the healthcare sector gained through her previously held Vice President Finance positions in all areas of the healthcare value chain including Commercial, Operations, R&D and Business Development. Julie has also led commercial organisations, being Country President and Regional Vice President in AstraZeneca.

Nationality

LOGO   British

Joined Smith & Nephew in July 2013 with responsibility for Greater China, India, Russia, Asia, Middle East and Africa, focusing on continuing our strong momentum in these regions. He is based in Dubai.

Skills and Experience

Rodrigo’s experience in the healthcare industry includes 26 years with Johnson & Johnson in progressively senior roles. Most recently, he was Regional Vice President for the Medical Devices and Diagnostics division in the Mediterranean region and prior to that President of Mitek and Ethicon. He started his career at Procter & Gamble Italy.

Nationality

LOGO   Italian

LOGO

LOGO

Helen Maye (55)

Diogo Moreira-Rato (53)

Chief Human Resources Officer

President, Europe and Canada

Joined Smith & Nephew in July 2011 and leads the Global Human Resources and Internal Communications functions. Since 2013, she has also led the Sustainability, Health, Safety & Environment functions. She is based in London.

Skills and Experience

Helen has more than 35 years’ experience across a variety of international and global roles in medical devices and pharmaceuticals, including manufacturing, supply chain and human resources. Previously, she was Divisional Vice President of Human Resources at Abbott Laboratories.

Nationality

LOGO   Irish

Joined Smith & Nephew in May 2014 with responsibility for leading all of our commercial business in Europe and Canada. He is based in Baar, Switzerland.

Skills and Experience

Diogo’s experience in the healthcare industry includes 31 years with Johnson & Johnson in progressively senior roles. Most recently, Diogo was President, DePuy Synthes, EMEA, where he led the merger and integration of DePuy and Synthes in EMEA. Prior roles included International Vice President for the Medical Devices and Diagnostics business, President DePuy Orthopaedics and Managing Director of Portugal.

Nationality

LOGO   Portuguese

58Smith & Nephew Annual report 2014


 

 

 

SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

51

LOGOLOGOLOGO

Picture 112

Picture 135

Picture 154

VINITA BALI (62)

Independent Non-Executive Director

Appointed Independent Non-Executive Director in December 2014 and Member of the Remuneration Committee and Ethics & Compliance Committee.

Career and experience

Vinita holds an MBA from the Jamnalal Bajaj Institute of Management Studies, University of Bombay and a BA in Economics from the University of Delhi. She commenced her career in India with a Tata Group Company, and then joined Cadbury India, subsequently working with Cadbury Schweppes plc in the UK, Nigeria and South Africa. She has held a number of senior global positions in marketing and general management at The Coca-Cola Company based in the US and South America, becoming President of the Andean Division in 1999 and VP, Corporate Strategy in 2001. In 2003, she joined Zyman Group, LLC, a US based consultancy, as Managing Principal. Vinita was MD and CEO of Britannia Industries Limited, a leading Indian publicly listed food company from 2005 to 2014. Currently, Vinita is NED of Syngene International Limited, Titan Company Ltd, Bunge Limited and CRISIL India (a Standard & Poor Company). She is also Chair of the board of Global Alliance for Improved Nutrition and a member of the Advisory Board of PwC India.

Skills and competencies

Vinita has an impressive track record of achievement with blue-chip global corporations in multiple geographies including India, Africa, South America, US and UK, all key markets for Smith & Nephew. Additionally, her strong appreciation of customer service and marketing brings deep insight as we continue to develop innovative ways to serve our markets and grow our business.

Nationality

Picture 206     Indian

IAN BARLOW (66)

Independent Non-Executive Director

Appointed Independent Non-Executive Director in March 2010, Chairman (now Member) of the Audit Committee in May 2010, Member of the Ethics & Compliance Committee in October 2014 and Senior Independent Director and Member of the Nomination & Governance Committee on 6 April 2017.

Career and experience

Ian is a Chartered Accountant with considerable financial experience both internationally and in the UK. He was a Partner at KPMG, latterly Senior Partner, London, until 2008. At KPMG, he was Head of UK tax and legal operations. Previously he was Chairman of WSP Group plc, and is currently NED and Chairman of the Audit Committees of The Brunner Investment Trust PLC, Foxtons Group plc and Urban&Civic plc.

Skills and competencies

Ian’s longstanding financial and auditing career and extensive board experience add value to his role as a member of the Audit Committee. As a member of the Ethics & Compliance Committee, he has managed to co-ordinate an oversight role of both Committees. This has been invaluable when commencing his role as Senior Independent Director with effect from 6 April 2017. Ian’s first board evaluation is discussed in the corporate governance statement.

Nationality

Picture 210     British

THE RT. HON BARONESS VIRGINIA BOTTOMLEY OF NETTLESTONE DL (69)

Independent Non-Executive Director

Appointed Independent Non-Executive Director in April 2012 and Member of the Remuneration Committee and Nomination & Governance Committee in April 2014.

Career and experience

Virginia gained her MSc in Social Administration from the London School of Economics following her first degree. She was appointed a Life Peer in 2005 following her career as a Member of Parliament between 1984 and 2005. She served successively as Secretary of State for Health and then Culture, Media and Sport. Virginia was formerly a Director of Bupa and AkzoNobel NV. She is currently a Director of International Resources Group Limited, member of the International Advisory Council of Chugai Pharmaceutical Co., Chancellor of University of Hull and Sheriff of Hull and Trustee of The Economist Newspaper. She is the Chair of Board & CEO Practice at Odgers Berndtson.

Skills and competencies

Virginia’s extensive experience within Government, particularly as Secretary of State for Health, brings a unique insight into the healthcare system both in the UK and globally, whilst her experience on the board of Bupa brings an understanding of the private healthcare sector and an insight into the needs of our customers. Her experience running the board practice at a search firm gives her a valuable skillset as a member of the Nomination & Governance Committee and Remuneration Committee. Her long association with Hull, the home of many of our UK employees, also brings an added perspective.

Nationality

Picture 214     British


52

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

Picture 92

Picture 97

Picture 125

ERIK ENGSTROM (54)

Independent Non-Executive Director

Appointed Independent Non-Executive Director on 1 January 2015 and Member of the Audit Committee.

Career and experience

Erik is a graduate of the Stockholm School of Economics (BSc) and of the Royal Institute of Technology in Stockholm (MSc). In 1988, he graduated with an MBA from Harvard Business School as a Fulbright Scholar. Erik commenced his career at McKinsey & Company and then worked in publishing, latterly as President and COO of Random House Inc. and as President and CEO of Bantam Doubleday Dell, North America. In 2001, he moved on to be a partner at General Atlantic Partners, a private equity investment firm. Between 2004 and 2009, he was CEO of Elsevier, the division specialising in scientific and medical information and then from 2009 CEO of RELX Group.

Skills and competencies

Erik has successfully reshaped RELX Group’s business in terms of portfolio and geographies. He brings a deep understanding of how technology can be used to transform a business and insight into the development of new commercial models that deliver attractive economics. His experience as a CEO of a global company gives him valuable insights as a member of our Audit Committee.

Nationality

Picture 155     Swedish

ROBIN FREESTONE (59)

Independent Non-Executive Director

Appointed Independent Non-Executive Director and Member of the Audit Committee and the Remuneration Committee on 1 September 2015 and Chairman of the Audit Committee on 6 April 2017.

Career and experience

Robin graduated with a BA in Economics from The University of Manchester and later qualified and commenced his career as a Chartered Accountant at Deloitte. He has held a number of senior financial positions throughout his career, including at ICI plc, Henkel Ltd and at Amersham plc. Robin was the Deputy CFO and then later the CFO of Pearson plc between 2006 and August 2015, where he was heavily involved with the transformation and diversification of Pearson. He was previously NED at eChem Ltd, Chairman of the 100 Group and Senior Independent Director and Chairman of the Audit Committee of Cable & Wireless Communications plc. Robin is a NED and Chairman of the Audit Committee at Moneysupermarket.com Group plc and Michael Kors Holdings Ltd. Robin became Chair of the ICAEW Corporate Governance Advisory Group in 2017.

Skills and competencies

Robin has been a well-regarded FTSE 100 CFO who has not only been heavily involved with transformation and diversification, but also the healthcare industry at Amersham, where his acquisition experience will be of value to Smith & Nephew as it continues to grow globally and in different markets. He brings financial expertise and insight as Chairman of the Audit Committee and an understanding of how to attract and retain talent in a global business as a member of the Remuneration Committee.

Nationality

Picture 210     British

MICHAEL FRIEDMAN (74)

Independent Non-Executive Director

Appointed Independent Non-Executive Director in April 2013 and Chairman of the Ethics & Compliance Committee in August 2014.

Career and experience

Michael graduated with a Bachelor of Arts degree, magna cum laude from Tulane University and a Doctorate in Medicine from the University of Texas Southwestern Medical Center. He completed postdoctoral training at Stanford University and the National Cancer Institute, and is board certified in Internal Medicine and Medical Oncology. In 1983, he joined the Division of Cancer Treatment at the National Cancer Institute and went on to become the Associate Director of the Cancer Therapy Evaluation Program. Michael was most recently CEO of City of Hope in California, and also served as Director of the institution’s cancer centre and held the Irell & Manella Cancer Center Director’s Distinguished Chair. He was formerly Senior VP of research, medical and public policy for Pharmacia Corporation and also Deputy Commissioner and Acting Commissioner at the US Food and Drug Administration (FDA). He has served on a number of boards in a non-executive capacity, including Rite Aid Corporation. Currently, Michael is a NED of Celgene Corporation, MannKind Corporation and Intuitive Surgical, Inc.

Skills and competencies

Michael understands the fundamental importance of research, which is part of Smith & Nephew’s value creation process. His varied experience in both the public and private healthcare sectors have given him a deep insight and a highly respected career. In particular his work with the FDA and knowledge relating to US compliance provides the skillset required to Chair the Ethics & Compliance Committee.

Nationality

Picture 159     American

JOSEPH PAPA (62)

Independent Non-Executive Director

Appointed Independent Non-Executive Director in August 2008 and Chairman of the Remuneration Committee in April 2011, Member of the Audit Committee and Ethics & Compliance Committee.

Joe will be retiring from the Board at the Annual General Meeting on 12 April 2018 and will not stand for re-election.

Nationality

Picture 47     American

Career and experience

Joe graduated with a Bachelor of Science degree in Pharmacy from the University of Connecticut and MBA from Northwestern University’s Kellogg Graduate School of Management. In 2012, he received an Honorary Doctor of Science degree from the University of Connecticut School of Pharmacy. He began his career at Novartis International AG as an Assistant Product Manager and eventually rose to VP, Marketing, having held senior positions in both Switzerland and US. He moved on to hold senior positions at

Searle Pharmaceuticals and was later President & COO of DuPont Pharmaceuticals and later Watson Pharma, Inc. He was previously Chairman and CEO of Cardinal Health, Inc. and Chairman and CEO of Perrigo Company plc from 2006 to April 2016. Joe was appointed Chairman and CEO of Valeant Pharmaceuticals International, Inc. in May 2016.


SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

53

Picture 164

Picture 167

Picture 169

MARC OWEN (58)

Independent Non-Executive Director

Appointed Independent Non-Executive Director and Member of the Audit Committee on 1 October 2017. To be appointed Member of the Ethics & Compliance Committee on 1 March 2018.

Career and experience

Marc graduated from Oxford University with a BA and BCL in Law. In 1984 he was called to the Bar, following four years at Corpus Christi College Cambridge as a fellow and director of studies in law. He decided upon a corporate career and undertook an MBA at Stanford University. Marc commenced his healthcare and technology career at McKinsey & Company where he progressed to senior partner and eventually a founding partner of McKinsey’s Business Technology Office. In September 2001, Marc joined McKesson Corporation and served as Executive Vice President and member of the Executive Committee. He delivered strategic objectives and led over 40 acquisitions and divestments over a 10‑year period. In late 2011 he headed Mckesson Speciality Health, which operates over 130 cancer centres across the US and provides services including market intelligence, supply chain services, patient access to therapy, provider and patient engagement and clinical trial support. His final executive role came in 2014 where he was appointed Chairman of the European Management Board at Celesio AG. He retired in March 2017 once he had improved operations, set the strategy and recruited his successor.

Skills and competencies

Marc is a proven leader with an astute, strategic vision, capable of building significant international healthcare businesses. He has strong commercial healthcare expertise which the Board values deeply following the pending retirement of Joseph Papa at the 2018 Annual General Meeting.

Nationality

Picture 228     British

ANGIE RISLEY (59)

Independent Non-Executive Director

Appointed Independent Non-Executive Director and Chairman Elect of the Remuneration Committee on 18 September 2017.

Career and experience

After graduating from Exeter University, and completing a 1‑year personnel management programme, Angie joined the United Biscuits graduate scheme. After working in various different HR roles she joined Pizza Hut (UK) Ltd as Human Resources Director, a joint venture between PepsiCo and Whitbread plc. After five years she joined Whitbread, becoming Executive Director on the plc board responsible for HR and Corporate Social Responsibility in 2004. Between 2007–2013 she was the Group HR Director for Lloyds Banking Group, joining J Sainsbury plc as Group HR Director in January 2013. Over the years, Angie has been a member of the Low Pay Commission and has held a number of non-executive directorships with Biffa plc, Arriva plc and Serco Group plc. She was a member of the Remuneration Committees at Arriva plc and Biffa plc and Chairman of the Remuneration Committee at Serco Group plc. She is also a NED on the Sainsbury’s Bank Board.

Skills and competencies

Angie is a well-regarded FTSE 100 Human Resources Director, proven NED and Remuneration Committee Chairman. She has gained experience in a wide range of sectors, including a regulated environment. This diversity of experience is welcomed by the Board and the Remuneration Committee. Angie is also additional resource and sounding board for our own internal Human Resources function.

Nationality

Picture 231     British

ROLAND DIGGELMANN (51)

Independent Non-Executive Director

To be appointed Non-Executive Director and Member of the Audit Committee on 1 March 2018.

Careers and experience

Roland studied Business Administration at the University of Berne. In 1995, he joined Sulzer AG as Manager Strategic Planning and progressed into further senior roles over the years until his appointment as Executive Vice President, Sales Europe and Asia Pacific from 2002 to 2004 for Sulzer Medica (later known as Centerpulse). Roland joined Zimmer Group in 2004, in the role of Managing Director of Zimmer Japan and then later in 2006 as Senior Vice President, EMEA until 2008. Roland joined Roche Diagnostics in 2008 as president of Asia Pacific before his current appointment as the Chief Executive Officer of the Diagnostics Division of F. Hoffmann-La Roche Ltd.

Skills and experience

Having spent his whole career in medical devices, with 12 years at Sulzer and Zimmer, Roland brings an in-depth knowledge of the medical device industry and healthcare environment which will be of great value to Smith & Nephew, in particular following the retirement of Joseph Papa from the Board at the Annual General Meeting on 12 April 2018.

Nationality

Picture 204     Swiss

 

Jack Campo (60)

 

Michael Frazzette (53)

Gordon Howe (52)

Chief Legal Officer

President, Advanced Surgical Devices

President, Global Operations

Joined Smith & Nephew in June 2008 and heads up the Global Legal function. Initially based in London, he has been based in Andover, Massachusetts since late 2011.

Skills and Experience

Prior to joining Smith & Nephew, Jack held a number of senior legal roles within the General Electric Company, including seven years at GE Healthcare (GE Medical Systems) in the US and Asia. He began his career with Davis Polk & Wardwell.

Nationality

LOGO   American

Joined Smith & Nephew in July 2006 as President of the Endoscopy business. Since July 2011, he has headed up the Advanced Surgical Devices Division and is responsible for the Orthopaedic Reconstruction, Trauma and Endoscopy business units. Since 2014 he is also responsible for all of our commercial business in Latin America. He is based in Andover, Massachusetts.

Skills and Experience

Mike has held a number of senior positions within the US medical devices industry. He was Chief Executive Officer of Micro Group, a privately held manufacturer of medical devices. Prior to that, he spent 15 years at Tyco Healthcare in various leadership roles including President of the Patient Care Division, Health Systems, and Tyco Healthcare Group Canada.

Nationality

LOGO   American

Joined Smith & Nephew in 1998 and, since 2013, is responsible for manufacturing, supply chain and procurement, IT systems and Regulatory and Quality Affairs. Prior to that, he headed up the Global Planning and Business Development teams. He is based in Memphis, Tennessee.

Skills and Experience

Gordon has held a number of senior management positions within the Smith & Nephew Group, firstly in the Orthopaedics division and more recently at Group Level. Prior to joining the Company, he held senior roles at United Technologies Corporation.

Nationality

LOGO   American

LOGO

Cyrille Petit (44)

LOGO

Glenn Warner (52)

Chief Corporate Development

Officer

President, Advanced Wound Management

Joined Smith & Nephew in 2012 and leads the Corporate Development function. He is based in London.

Skills and Experience

Cyrille spent the previous 15 years of his career with General Electric Company, where he held progressively senior positions beginning with GE Capital, GE Healthcare and ultimately as the General Manager, Global Business Development of the Transportation Division. Cyrille’s career began in investment banking at BNP Paribas and then Goldman Sachs.

Nationality

LOGO   French

Joined Smith & Nephew in June 2014 with responsibility for Advanced Wound Management’s global franchise strategy, marketing and produce development, as well as its US commercial business.

Skills and Experience

Glenn has a broad-based background in pharmaceuticals and medical products including extensive international experience, having served most recently as AbbVie Vice President and Corporate Officer, Strategic Initiatives, where he was responsible for the development and execution of pipeline and asset management strategies. Prior to that he was President and Officer, Japan Commercial Operations in Abbott’s international pharmaceutical business and Executive Vice President, TAP Pharmaceutical Products, Inc. Additional senior level roles included international positions in Germany and Singapore for Abbott’s Diagnostics business.

Nationality

LOGO   American

LOGO

Smith & Nephew Annual report 2014            59


CORPORATE GOVERNANCE

Chairman’s letter

Good Governance lies at the heart of a well-run Company

Dear Shareholder,

I am delighted to present my first Corporate Governance Statement as your Chairman following my appointment at the Annual General Meeting in April 2014. I feel very strongly that good corporate governance lies at the heart of a well-run company. Openness and transparency, accountability and responsibility should run through everything that we do, both as a Board and throughout the business as a whole. The Board and I aim to set the tone at the top which should pervade throughout the rest of the organisation.

Later in this statement, as well as all the standard corporate governance disclosures we are required to make, you will find reports from Ian Barlow, Michael Friedman, myself and Joseph Papa, the Chairmen of our Board Committees on the activities of those committees throughout the year. These reports will explain to you where we have focused our work in 2014. Firstly, however I should like to explain the key issues that we, as a Board, have been handling:

Board succession planning

As mentioned in my letter on page 5, Sir John Buchanan, Richard De Schutter, Ajay Piramal and Pamela Kirby all retired from the Board during 2014. One of my first tasks in assuming the role of Chairman therefore was to refresh the Board to take the Company into our next stage of development. The report from the Nomination & Governance Committee on page 70 discusses the process we followed to identify the gaps in Board skills and experiences left by the departing directors and to commence the search for our new Non-executive Directors, Vinita Bali, who joined the Board on 1 December 2014, and Erik Engstrom, who joined us on 1 January 2015. I believe that we have a well-balanced Board with the skills we need for the future and I welcome our new Board members. This, however, is an ongoing process and we shall keep the Board composition under constant review in the years ahead, making changes where necessary to adapt to the changing needs of the Company.

LOGO

Mergers and acquisitions

Following the successful acquisition of our Biotherapeutics business in 2012, we continued to make further acquisitions throughout 2013 of the Adler business in India, two distributorships in Brazil and one in Turkey. In January 2014, we announced the acquisition of ArthroCare Corporation and this deal completed in May. You will read elsewhere in this Annual Report about the successful integration of ArthroCare into our Company. We also undertook post acquisition reviews of the transaction and earlier acquisitions to monitor actual performance against expected performance at the time of acquisition and we continued to review and evaluate other potential acquisitions for the future to support our Strategic Priorities.

Succession planning below Board level

We believe that succession planning below Board level is crucially important for the long-term future of the Company. In October, the Board therefore reviewed management succession plans both for the Executive Board members and also for their direct reports. We recognised that whilst there were some gaps, there were also plans in place to address these gaps and develop the next tier of management to become Board-ready in the medium-term. The Board also takes the opportunity to meet with local management teams when undertaking site visits and senior executives below Board level frequently present to the Board and its Committees. This helps us to get to know executives who could well become Board members in the future.

Understanding the business more deeply

Corporate governance does not exist in isolation and cannot be reduced to compliance with checklists and codes. In order for the Board to be able to review strategy, to determine our approach to risk and to respond to events, we need to have a thorough understanding of the business in which we operate.

During the year, the Board received a number of presentations from the businesses covering corporate development activity, the ArthroCare integration progress and our investment in Bioventus LLP. In October, we visited our Biotherapeutics facility in Fort Worth, Texas, where we met with management and toured the R&D facility.

In September, we held our annual Strategy Review in Singapore and met with members of our ASEAN management team and discussed their opportunities and challenges.

 

Picture 39

SUSAN SWABEY (56)

Company Secretary

Appointed Company Secretary in May 2009.

Nationality

Picture 40     British

Skills and experience

Susan has over 30 years’ experience as a Company Secretary in a wide range of companies including Prudential plc, Amersham plc and RMC Group plc. Her work has covered board support, corporate governance, corporate transactions, group risk management, share registration, listing obligations, corporate social responsibility, pensions, insurance and employee and executive share plans. Susan is a member of the CBI Companies Committee and is a frequent speaker on corporate governance and related matters. She is also Chairman of the Board of Trustees of ShareGift, the share donation charity and a member of the Financial Reporting Council Lab Steering Group.


54

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

OUR LEADERSHIP

A  STRONG TEAM

Olivier Bohuon is supported in the day-to-day management of the Group by a strong team of Executive Officers.

Picture 216

Picture 217

GRAHAM BAKER (49)

Chief Financial Officer

Joined the Board as Chief Financial Officer on 1 March 2017. Graham holds an MA degree in Economics from Cambridge University and qualified as a Chartered Accountant and Chartered Tax Adviser with Arthur Andersen. He is based in London, UK.

Skills and competencies

Graham has deep sector knowledge and has had extensive exposure to established and emerging markets which is extremely relevant to his role at Smith & Nephew. He has a strong track record of delivering operational excellence and has relevant experience across major finance roles and geographic markets, leading large teams responsible for significant budgets.

Nationality

Picture 241     British

GLENN WARNER (55)

President, US

Joined Smith & Nephew in June 2014 with responsibility for Advanced Wound Management’s global franchise strategy, marketing and product development, as well as its US commercial business. With effect from 1 January 2016, Glenn became the President of Smith & Nephew’s US business responsible for all the US commercial business. He is based in Fort Worth, US.

Skills and experience

Glenn has a broad-based background in pharmaceuticals and medical products including extensive international experience, having served most recently as AbbVie Vice President and Corporate Officer, Strategic Initiatives, where he was responsible for the development and execution of pipeline and asset management strategies. Prior to that he was President and Officer, Japan Commercial Operations in Abbott’s international pharmaceutical business and Executive Vice President, TAP Pharmaceutical Products, Inc.

Nationality

Picture 218     American

Picture 219

Picture 220

RODRIGO BIANCHI (58)

President, International Markets

Joined Smith & Nephew in July 2013 with responsibility for Greater China, India, Russia, Asia, Middle East and Africa, focusing on continuing our strong momentum in these regions. With effect from 1 January 2016, Rodrigo also became responsible, for the Latin American, Australian, New Zealand and Japanese markets. His role was further expanded in May 2017, when he became responsible for oversight of the markets in Europe and Canada. He is based in Dubai, UAE.

Skills and experience

Rodrigo’s experience in the healthcare industry includes 26 years with Johnson & Johnson in progressively senior roles. Most recently, he was Regional Vice President for the Medical Devices and Diagnostics division in the Mediterranean region and prior to that President of Mitek and Ethicon, Inc. He started his career at Procter & Gamble Italy.

Nationality

Picture 249     Italian

BRAD CANNON (50)

Chief Marketing Officer

Joined Smith & Nephew in 2012 and became President, Europe and Canada in March 2016. On 1 September 2017, he became Chief Marketing Officer. He is based in Andover, US.

Skills and experience

Brad was most recently President, Europe and Canada, where he successfully led the commercial business in those regions. Before that, he was President of Global Orthopaedic Franchises, leading Smith & Nephew’s Reconstruction, Endoscopy, Trauma and Extremities businesses. Prior to Smith & Nephew, Brad worked in medtronic’s Spine and Biologics division. From 2009, he was responsible for Medtronic’s Spine International division and held positions heading US sales and global commercial operations. Brad is a graduate of Washington and Lee University, and the Wharton School of Business at the University of Pennsylvania.

Nationality

Picture 244     American


SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

55

Picture 232

Picture 234

Picture 236

CATHY O’ROURKE (45)

Chief Legal Officer

Joined Smith & Nephew in February 2013 as Assistant General Counsel – Litigation & Investigations and became Chief Legal Officer in May 2017. Cathy heads up the Global Legal function and is based in Andover, US.

Skills and experience

Prior to joining Smith & Nephew, Cathy spent 11 years of her career with Davis Polk & Wardwell LLP. Cathy earned her Juris Doctorate in Law from Harvard University.

Nationality

Picture 254     American

MATTHEW STOBER (50)

President, Global Operations

Joined Smith & Nephew in October 2015 with responsibility for global manufacturing, supply chain, distribution, quality assurance, regulatory affairs, direct procurement, and manufacturing IT optimisation. He is based in Andover, US.

Skills and experience

Matt has more than 25 years’ experience in healthcare manufacturing operations for global companies including Merck & Co., Inc. and GlaxoSmithKline plc. Most recently, he served as Senior Vice President, Corporate Officer and member of the Executive Committee at Hospira Pharmaceuticals. As a senior pharmaceutical operations executive with extensive technical and cross functional experience in start-up and complex challenging environments, Matt has led global and multi-company development projects, new product launches, critical quality-related turnarounds, network rationalisations and organisational transformations. He also has extensive experience working directly with external regulatory bodies, such as the US Food and Drug Administration.

Nationality

Picture 259     American

VASANT PADMANABHAN (51)

President of Research & Development

Joined Smith & Nephew in August 2016 and is responsible for Research and Innovation, New Product Development, Safety Affairs, Clinical Affairs, Medical Device/Pharmacovigilance and Clinical Operations. He is based in Andover, US.

Skills and experience

Vasant brings extensive experience in R&D and technology. Prior to Smith & Nephew, Vasant was Senior Vice President of Technical Operations at Thoratec Corporation, a leader in mechanical circulatory support solutions for the treatment of heart failure. In this role, he provided leadership to a 600 member team, with responsibility for global R&D, Program Management, Operations and Quality.Prior to Thoratec, Vasant had an 18 year career at Medtronic, starting as a Staff Scientist and, progressing through more senior roles, ultimately becoming Vice President of Product Development for the Implantable Defibrillator Business.Vasant holds a Ph.D degree in Biomedical Engineering from Rutgers University, USA and an MBA degree from the Carlson School of Management, Minnesota.

Nationality

Picture 245     American

Picture 239

Picture 242

CYRILLE PETIT (47)

Chief Corporate Development Officer and President, Global Business Services

Joined Smith & Nephew in May 2012 and leads the Corporate Development function and from October 2015 the Global Business Services. He is based in London, UK.

Skills and experience

Cyrille spent the previous 15 years of his career with General Electric Company, where he held progressively senior positions beginning with GE Capital, GE Healthcare and ultimately as the General Manager, Global Business Development of the Transportation Division. Cyrille began his career in investment banking at BNP Paribas and then Goldman Sachs.

Nationality

Picture 266     French

ELGA LOHLER (50)

Chief Human Resources Officer

Joined Smith & Nephew in January 2002 and became Chief Human Resources Officer in December 2015. Elga leads the Global Human Resources, Internal Communication and Sustainability Functions. She is based in London, UK.

Skills and experience

Prior to being appointed as Chief Human Resources Officer, Elga held progressively senior positions in Human Resources at Smith & Nephew in Wound Management, Operations, Corporate Functions and Group. Elga has more than 25 years’ Human Resources experience.

Nationality

Picture 270     American/South African


56

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

OVERVIEW

COMMITTED TO THE HIGHEST STANDARDS
OF CORPORATE GOVERNANCE

We maintain these standards through a clear definition of our roles, continuing development and evaluation and accountability through the work of the Board Committees.

LEADERSHIP

Picture 282

EFFECTIVENESS

Picture 281

The Board sets the tone at the top of the Company through:

– A clear definition of the roles of the individual members of the Board.

– A comprehensive corporate governance framework.

– Defined processes to ensure the independence of Directors and the management of conflicts of interest.

The Board carries out its duties through:

– Regular meetings focusing on the oversight of strategy, risk (including viability) and succession planning.

– An annual review into the effectiveness of the Board.

– A comprehensive programme of development activities throughout the year.

Picture 280  Read more about our Board’s Leadership on pages 57– 60

Picture 279  Read more about our Board’s Effectiveness on pages 61–65

ACCOUNTABILITY

Picture 278

REMUNERATION

Picture 277

The Board delegates some of its detailed work to the Board Committees:

– Each Committee meets regularly and reports back to the Board on its activities.

– The terms of reference of each Committee may be found on the Company’s website at www.smith-nephew.com.

– A report from the Chairman of each Committee is included in this Annual Report.

The Remuneration Committee ensures that there is a formal and transparent process for determining and reporting on the pay of our Executive Directors:

– The Remuneration Policy was approved by shareholders at the 6 April 2017 Annual General Meeting.

– The Committee ensures that: performance measures are linked to our strategic priorities; there is alignment between executive and shareholder interests; and our arrangements are simple to understand.

Picture 276  Read more about our Board’s Accountability on pages 66–78

Picture 275  Read more about our Board’s Remuneration on pages 79–105

The Board is committed to the highest standards of corporate governance and we comply with all of the provisions of the UK Corporate Governance Code 2012 (‘the Code’)2016 (the Code). The Company’s American Depositary Shares are listed on the New York Stock Exchange (NYSE) and we are therefore subject to the rules of the NYSE as well as to the US securities laws and the rules of the Securities Exchange Commission (SEC) applicable to foreign private issuers. We comply with the requirements of the NYSE and SEC except thatand have no significant differences to report between the Nomination & Governance Committee is not comprised wholly of Independent Directors as required by the NYSE, but consists of a majority of Independent Directors in accordance with the Code.UK and US corporate governance standards. We shall explain in this Corporate Governance Statement and in the reports on the Audit Committee, the Nomination & Governance Committee, the Ethics & Compliance Committee and the Remuneration Committee, how we have applied the provisions and principles of the Financial Conduct Authority’s (FCA) Listing Rules, Disclosure & Transparency Rules (DTRs) and the Code throughout the year. The Code can be found at https://www.frc.org.uk/getattachment/ca7e94c4-b9a9-49e2-a824-ad76a322873c/UK-Corporate-Governance-Code-April-2016.pdf

 

The Directors reportDirectors’ Report comprises pages 54 to 80, 103, 111, 113, 1156, 16-17, 25-28, 33-39, 42-78, 107, 140-142, 158 and pages 170 to 193171-193 of the Annual Report.

60Smith & Nephew Annual report 2014


 

SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

57

COMPOSITION & ROLES

LEADERSHIP

Picture 86

COMPOSITION OF BOARD AS AT 31 DECEMBER 2017

We believe the Board’s composition gives us the necessary balance of diversity, skills experience, independence and knowledge to ensure we continue to run the business effectively and deliver sustainable growth.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diversity

 

 

Gender

 

 

Years of service

 

 

Ethnicity

 

 

Picture 21

 

 

Picture 17

 

 

Picture 14

 

 

Picture 12

 

 

A   EXECUTIVE

2

 

 

A   MALE

9

 

 

A   LESS THAN ONE YEAR

3

 

 

A   WHITE

11

 

 

B   NON-EXECUTIVE

9

 

 

B   FEMALE

3

 

 

B   ONE TO THREE YEARS

2

 

 

B   ASIAN

1

 

 

C   CHAIRMAN

1

 

 

 

 

 

 

C   THREE TO SIX YEARS

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

D   SIX TO NINE YEARS

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

E   OVER NINE YEARS

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Nomination & Governance Committee uses the following matrix when considering succession planning and future Board composition to ensure a balanced Board:

CEO

Financial

International

Healthcare/
Medical Devices

Emerging market

5 members of the Board are either current or recent CEOs

5 members of the Board have recent and relevant financial experience

7 members of the Board have international experience

5 members of the Board have different levels of experience within the Healthcare industry. The Board’s medical devices experience will be strengthened with the appointment of Roland Diggelmann

2 members of the Board have Emerging Market experience

UK Governance

Remuneration

Gender

Ethnic

Other

8 members of the Board have considerable experience of working in a UK listed environment and 6 members of the Board have experience of the US listed environment

5 members of the Board have Remuneration Committee experience within a UK listed context

9 members of the Board are male and 3 are female

11 members of the Board are white and 1 is Asian ethnicity

Various Board members bring experiences in a variety of fields including customer focus, investment markets, government affairs, digital and corporate social responsibility

Working together

CHANGES TO THE BOARD

During the year to 31 December 2017 and since the year end, there were the following changes to the Board:

–    Julie Brown retired from the Board as Chief Financial Officer on 11 January 2017.

–    Graham Baker joined the Board as Chief Financial Officer on 1 March 2017.

–    Brian Larcombe retired from the Board on 6 April 2017.

–    Robin Freestone was appointed Chairman of the Audit Committee, succeeding Ian Barlow on 1 March 2017.

–    Ian Barlow was appointed Senior Independent Director, succeeding Brian Larcombe on 6 April 2017.

–    Angie Risley was appointed Non-Executive Director and Member and Chairman Elect of the Remuneration Committee on 18 September 2017.

–    Marc Owen was appointed Non-Executive Director and Member of the Audit Committee on 1 October 2017. He will become a Member of the Ethics & Compliance Committee on 1 March 2018.

–    Roland Diggelmann will join the Board as an additional Non-Executive Director and Member of the Audit Committee with effect from 1 March 2018.


58

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

 

Given the number of changes at Board level in 2014, we decided that our review into the Board’s effectiveness would focus on how we worked together as a Board and how we worked with the Executive Team. This review was led by Brian Larcombe, our Senior Independent Director. He asked the Directors and key members of the Executive team a series of open-ended questions about their views on the role of the Board and its Committees and how we worked together. The results of his review have proved to be very interesting and we are now working on ways to work together even more effectively. This is explained in greater detail on page 68.RESPONSIBILITY & ACTIVITY

 

Yours sincerely,

LEADERSHIP

 

LOGOROLE OF DIRECTORS

Roberto Quarta

Chairman

Overview

The Board is committed to the highest standards of corporate governance. We maintain these standards through a clear definition of our roles, continuing development and evaluation and accountability through the work of the Board Committees.

LOGO

LOGO

Smith & Nephew Annual report 2014            61


CORPORATE GOVERNANCE

Corporate Governance Statement

Leadership LOGO

Diversity and experience

LOGO

Role of Directors

Whilst we all share collective responsibility for the activities of the Board, some of our roles have been defined in greater detail. In particular, the roles of the Chairman and the Chief Executive Officer are clearly defined.

Chairman

Building a well-balanced Board

Chairing Board meetings and setting Board agendas

Ensuring effectiveness of Board and enabling the annual review of effectiveness

Encouraging constructive challenge and facilitating effective communication between Board members

Promoting effective Board relationships

Ensuring appropriate induction and development programmes

Ensuring effective two-way communication and debate with shareholders

Promoting high standards of corporate governance

Maintaining appropriate balance between stakeholders.

Chief Executive Officer

Developing and implementing Group strategy

Recommending the annual budget and five-year strategic and financial plan

Ensuring coherent leadership of the Group

Managing the Group’s risk profile and establishing effective internal controls

Regularly reviewing organisational structure, developing executive team and planning for succession

Ensuring the Chairman and Board are kept advised and updated regarding key matters

Maintaining relationships with shareholders and advising the Board accordingly

Setting the tone at the top with regard to compliance and sustainability matters

Day-to-day running of the business.

62Smith & Nephew Annual report 2014


Role of Directorscontinued

The roles of the Non-executiveChairman, Non-Executive Directors, Senior Independent Director, Chief Executive Officer, Chief Financial Officer and the Company Secretary are defined as follows:

Chairman

–  Building a well-balanced Board.

–  Chairing Board meetings and setting Board agendas.

–  Ensuring effectiveness of the Board and enabling the annual review of effectiveness.

–  Encouraging constructive challenge and facilitating effective communication between Board members.

–  Promoting effective Board relationships.

–  Ensuring appropriate induction and development programmes.

–  Ensuring effective two-way communication and debate with shareholders and stakeholders.

–  Promoting high standards of corporate governance.

–  Maintaining appropriate balance between stakeholders.

Non-executive DirectorsProviding effective challenge to management

Assisting in development and approval of strategy

Serving on the Board Committees

Providing advice to management.

Senior Independent DirectorChairing meetings in the absence of the Chairman

Acting as a sounding board for the Chairman on Board-related matters

Acting as an intermediary for the other Directors where necessary

Available to shareholders on matters which cannot otherwise be resolved

Leading the annual evaluation into the Board’s effectiveness

Leading the search for a new Chairman, if necessary.

Company SecretaryAdvising the Board on matters of corporate governance

Supporting the Chairman and Non-executive Directors

Point of contact for investors on matters of corporate governance

Ensuring good governance practices at Board level and throughout the Group.

Changes to the Board

Chairman

Roberto Quartareplaced Sir John Buchanan on 10 April 2014

Independent Non-executive Directors

Left the Board during 2014
Ajay Piramal(resigned 24 March 2014)
Richard De Shutter(retired 10 April 2014)
Pamela Kirby(retired 31 July 2014)

Joined the Board during 2014
Vinita Bali(appointed 1 December 2014)
Erik Engstrom(appointed 1 January 2015, since year-end)

Role changed during 2014
Brian Larcombereplaced Richard De Schutter as Senior Independent Director on 10 April 2014
Michael Friedmanreplaced Pamela Kirby as Chairman of the Ethics & Compliance Committee on 31 July 2014

LOGO

Smith & Nephew Annual report 2014            63


CORPORATE GOVERNANCE

Corporate Governance Statementcontinued

Leadership

 

 

Corporate Governance Framework

Chief Executive Officer

–  Developing and implementing Group strategy.

–  Recommending the annual budget and five-year strategic and financial plan.

–  Ensuring coherent leadership of the Group.

–  Managing the Group’s risk profile and establishing effective internal controls.

–  Regularly reviewing organisational structure, developing executive team and planning for succession.

–  Ensuring the Chairman and Board are kept advised and updated regarding key matters.

–  Maintaining relationships with shareholders and advising the Board accordingly.

–  Setting the tone at the top with regard to compliance and sustainability matters.

–  Day-to-day running of the business.

The Board is responsible to shareholders for approving the strategy of the Group, for overseeing the performance of the Group and evaluating and monitoring the management of risk.

Each member of the Board has access collectively and individually to the Company Secretary and is also entitled to obtain independent professional advice at the Company’s expense, should they decide it is necessary in order to fulfil their responsibilities as Directors.

The day-to-day running of the business is delegated to Olivier Bohuon, the Chief Executive Officer, and his executive team comprising the Executive Officers who are shown on pages 58 to 59.

The Executive Officers form the Commercial and Operations Committee which advises the Chief Executive Officer in decisions relating to the commercial and operational aspects of the business.

Chief Financial Officer

–  Supporting the Chief Executive Officer in developing and implementing the Group strategy.

–  Leading the global finance function, developing key finance talent and planning for succession.

–  Ensuring effective financial reporting, processes and controls are in place.

–  Recommending the annual budget and long-term strategic and financial plan.

–  Maintaining relationships with shareholders.

The Chief Executive Officer in turn delegates the day-to-day management of the Group functions and regional commercial operations divisions to the Executive Officers, who are assisted in their decision making by their own leadership teams and other committees and councils.

Non-Executive Directors

–  Providing effective challenge to management.

–  Assisting in development and approval of strategy.

–  Serving on the Board Committees.

–  Providing advice to management.

Senior Independent Director

–  Chairing meetings in the absence of the Chairman.

–  Acting as a sounding board for the Chairman on Board-related matters.

–  Acting as an intermediary for the other Directors where necessary.

–  Available to shareholders and stakeholders on matters which cannot otherwise be resolved.

–  Leading the annual evaluation into the Board’s effectiveness.

–  Leading the search for a new Chairman, if necessary.

Company Secretary

–  Advising the Board on matters of corporate governance.

–  Supporting the Chairman and Non-Executive Directors.

–  Point of contact for investors on matters of corporate governance.

–  Ensuring good governance practices at Board level and throughout the Group.


SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

59

Picture 87

CORPORATE GOVERNANCE FRAMEWORK

The Board is responsible to shareholders for approving the strategy of the Group, for overseeing the performance of the Group and evaluating and monitoring the management of risk.

Each member of the Board has access, collectively and individually, to the Company Secretary and is also entitled to obtain independent professional advice at the Company’s expense, should they decide it is necessary in order to fulfil their responsibilities as Directors.

The Board delegates certain matters, as follows, to Board Committees, consisting of members of the Board:

BOARD

Audit
Committee

Provides independent assessment of the financial affairs of the Company, reviews financial statements and controls oversight of the risk management process and key risks, such as cyber security. Manages use of internal and external auditors.

Remuneration Committee

Determines Remuneration Policy and packages for Executive Directors and Executive Officers, having regard to pay across the Group.

Nomination & Governance
Committee

Reviews size and composition of the Board, succession planning, diversity and governance matters.

Ethics &
Compliance
Committee

Reviews and monitors ethics and compliance, quality and regulatory matters across the Group.

Ad hoc
committees

Ad hoc committees may be established to review and approve specific matters or projects.

Picture 246 Read more on page 71

Picture 248 Read more on page 79

Picture 250 Read more on page 66

Picture 252Read more on page 69

The Board delegates the day-to day running of the business to Olivier Bohuon, Chief Executive Officer, who is assisted in his role by the Executive Committee comprising the Executive Officers who are shown on pages 54–55 and certain other senior executives. The governance framework below outlines the Executive Committee arrangements as follows:

EXECUTIVE COMMITTEE

Recommends and implements strategy, approves budget and three-year plan, ensures liaison between commercial and corporate functions, receives regular reports from sub-committees, reviews major investments, divestments and capital expenditure proposals and approves business development projects.

Commercial
Committee

Recommends and implements strategy for global commercial functions and regions, managing sales, marketing, market access and commercial strategy and identifying and executing new processes, systems and practices to improve operational efficiency in commercial regions.

Corporate Functions Committee

Recommends and implements strategy for corporate functions identifying and executing new processes, systems and practices to improve operational efficiency in corporate functions.

Portfolio Innovation Board

Defines portfolio allocation principles, reviewing and challenging current shape of portfolio, identifying gaps and opportunities and re-prioritising segments and geographies.

Regional leadership meetings

Regional management through committees to drive regional performance.

Functional leadership meetings

Functional leadership teams to drive functional performance.

Finance & Banking Committee

Approves banking and treasury matters, guarantees, Group structure changes relating to mergers, acquisitions and disposals.

Disclosures
Committee

Approves release of communications to investors and Stock Exchanges.

Mergers & Acquisitions
Council

Oversees Corporate Development Strategy, monitors status of transactions and approves various stages in merger, acquisition and disposal process.

Group Risk
Committee

Reviews risk registers and risk management programme.

Group Ethics & Compliance Committee

Reviews compliance matters and country business unit or function compliance reports.

Diversity & Inclusion Council

Implements strategies to promote diversity and inclusion.

Global Benefits Committee

Oversees all policies and processes relating to pensions and employee benefit plans.

Health, Safety & Environment Committee

Oversees health, safety and environmental matters.

IT Governance
Board

Oversees IT and cyber security.

 

LOGO

64Smith & Nephew Annual report 2014


Independence of Directors


 

60

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

LEADERSHIP

INDEPENDENCE OF DIRECTORS

We require our Non-executiveNon-Executive Directors to remain independent from management so that they are able to exercise independent oversight and effectively challenge management. We therefore continually assess the independence of each of our Non-executiveNon-Executive Directors. The Executive Directors have determined that all our Non-executiveNon-Executive Directors are independent in accordance with both UK and US requirements. None of our Non-executiveNon-Executive Directors or their immediate families has ever had a material relationship with the Group. None of them receives additional remuneration apart from Directors’ fees, nor do they participate in the Group’s share plans or pension schemes. None of them serve as directors of any companies or affiliates in which any other Director is a director.

More importantly, each of our Non-executiveNon-Executive Directors isare prepared to question and challenge management, to request more information and to ask the difficult question.questions. They insist on robust responses both within the Boardroom and, sometimes, between meetings. The Chief Executive Officer is open to challenge from the Non-executiveNon-Executive Directors and uses this positively to provide more detail and to reflect further on issues.

We acknowledge that Brian Larcombe has served as an independent Non-executive Director for a period of 13 years, which is a period of time that some might regard as likely to impact his independence. We do not believe this to be the case as Brian Larcombe continues to maintain an independent view within Board discussions. Furthermore, his experience on the Board, wise counsel and corporate memory has been most useful to Roberto Quarta in his first year as Chairman of the Company, particularly in a year when a number of other long-serving directors have left the Board and new Non-executive Directors have been appointed.

Management of Conflicts of Interest

MANAGEMENT OF CONFLICTS OF INTEREST

None of our Directors or their connected persons, has any family relationship with any other Director or Officer, nor has a material interest in any contract to which the Company or any of its subsidiaries are, or were, a party during the year or up to 2322 February 2015.

2018.

Each of us as a Director has a duty under the Companies Act 2006 to avoid a situation in which we have or may have a direct or indirect interest that conflicts or might conflict with the interests of the Company. This duty is in addition to the existing duty owed to the Company to disclose to the Board any interest in a transaction or arrangement under consideration by the Company.

If any Director becomes aware of any situation which might give rise to a conflict of interest, they must, and do, inform the rest of the Board immediately and the Board is then permitted under the Company’s Articles of Association to authorise such conflict. This information is then recorded in the Company’s Register of Conflicts, together with the date on which authorisation was given. In addition, each Director certifies on an annual basis that the information contained in the Register of Conflicts is correct.

When the Board decides whether or not to authorise a conflict, only the Directors who have no interest in the matter are permitted to participate in the discussion and a conflict is only authorised if the Board believes that it would not have an impact on the Board’s ability to promote the success of the Company in the long term. Additionally, the Board may determine that certain limits or conditions must be imposed when giving authorisation. No actual conflicts have been identified, which have required approval by the Board. However, six situations have been identified which could potentially give rise to a conflict of interest and these have been duly authorised by the Board and are reviewed on an annual basis.

Outside Directorships

OUTSIDE DIRECTORSHIPS

We encourage our Executive Directors to serve as Non-Executive Directors of external companies. We believe that the work they do as Non-Executive Directors of other companies has benefits for their executive roles with the Company, giving them a Non-executive Directorfresh insight into the role of a maximum of one external company.Non-Executive Director. Olivier Bohuon is a Non-executiveNon-Executive Director of Shire plc and of Virbac groupGroup. Olivier Bohuon discussed his external roles with the Chairman prior to accepting these appointments and Julie Brown does not hold such a position.

Re-appointment of Directorsthe Chairman was satisfied that he had the capacity for the time commitment required.

RE-APPOINTMENT OF DIRECTORS

In accordance with the Code, all Directors offer themselves to shareholders for re-election annually, except those who are retiring immediately after the Annual General Meeting. Vinita Bali and Erik Engstrom, who were appointed to the Board on 1 December 2014 and 1 January 2015 respectively, will offer themselves for election at the Annual General Meeting. Each Director may be removed at any time by the Board or the shareholders.

Director Indemnity Arrangements

DIRECTOR INDEMNITY ARRANGEMENTS

Each Director is covered by appropriate directors’ and officers’ liability insurance and there are also Deeds of Indemnity in place between the Company and each Director. These Deeds of Indemnity mean that the Company indemnifies Directors in respect of any proceedings brought by third parties against them personally in their capacity as Directors of the Company. The Company would also fund ongoing costs in defending a legal action as they are incurred rather than after judgmentjudgement has been given. In the event of an unsuccessful defence in an action against them, individual directorsDirectors would be liable to repay the Company for any damages and to repay defence costs to the extent funded by the Company.

Liaison with shareholders

LIAISON WITH SHAREHOLDERS

The Board meets with retail investors at the Annual General Meeting and responds to many letters and emails from shareholders throughout the year.

The Executive Directors also meet regularly with institutional investors to discuss the Company’s business and financial performance both at the time of the announcement of results and at industry investor events. During 2014,2017, the Executive Directors held meetings with institutional investors, including investors representing approximately 46%48% of the Company’s share capital as at December 2014.capital. Other topics discussed included strategy, market trends, reimbursement and regulatory changes, relevant macro-economic and political impacts on the business and the acquisition of Rotation Medical, Inc.


 

SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

61

Since joining

EFFECTIVENESS

Picture 89

During the Company,early part of 2017, the Chairman, Roberto Quarta, the new Chairman has taken the opportunity to meet with investors to hear from them their views of the Companyheld 17 meetings and also to talk about his first impressions of the Company and management. He held 12 meetingstelephone calls with investors holding approximately 22% of the Company’s share capital. These meetings have beenThey discussed a useful partrange of his induction process in understandingtopics including the performance of the Company fromduring 2016, our strategic priorities, the investor perspective.structure of the Board, succession planning at Board and Executive level, diversity, the capital allocation framework and recent acquisitions.

Towards the end of 2017, Joseph Papa, the Chairman of the Remuneration Committee, also offeredtook the opportunity of introducing Angie Risley, who will be succeeding him as Chairman of the Remuneration Committee on 12 April 2018, to eight of our key institutional shareholders holding around 15% of our share capital. They discussed the changes made to our remuneration policy, which were approved by shareholders at the 2017 Annual General Meeting and how the policy was being implemented. As well as giving shareholders the opportunity to meet with key institutional investors towardsAngie Risley, they also discussed the broad structure of remuneration arrangements proposed for the new Chief Executive Officer to be appointed following the retirement of Olivier Bohuon by the end of 2014. Most investors were overwhelmingly supportive2018. At the time of our remuneration arrangementsthese meetings, there was no specific candidate identified as successor to Olivier Bohuon. They also discussed current trends and we have made no changes to these arrangements over the year. He therefore met with four investors holding around 2% of the share capital. These were useful discussions giving insight into current investor thinking.

Ian Barlow, the Chairman of the Audit Committee also offered to meet with institutional investors to discuss audit related matters anddevelopments in particular, the tender process we had followed to select new auditors. The meetings held with five investors holding around 5.45% of the issued share capital were interesting and useful and we welcomed some insightful comments on possible improvements to the Audit Committee Report.

executive remuneration.

Members of the Board are always happy to engage with investors, if they have matters they wish to raise with the Non-executivenon-executive team.

Please contact the Company Secretary to arrange a suitable time to meet.

A short report on our major shareholders and any significant changes in their holdings since the previous meeting is reviewed at each Board meeting. The Chairman and Non-executiveNon-Executive Directors report back to the Board following their meetings with investors. Olivier Bohuon and Julie Brown routinely reportreports on any concerns or issues that shareholders have raised with themhim in their meetings. Copies of the analyst reports on the Company and its peers are also circulated to Directors.

LOGO

Smith & Nephew Annual report 2014            65


CORPORATE GOVERNANCE

Corporate Governance Statementcontinued

EffectivenessLOGO

Board timetable

LOGO

Responsibility of the Board

PURCHASE OF ORDINARY SHARES

In order to avoid shareholder dilution, shares allotted to employees through employee share schemes are bought back on a quarterly basis and subsequently cancelled as stated in Note 19.2 of the accounts on page 157.

RESPONSIBILITY OF THE BOARD

The work of the Board falls into the following key areas:

Strategy

–   Approving the Group strategy including major changes to corporate and management structure

–   Approving acquisitions, mergers, disposals, capital transactions in excess of $50 million

–   Setting priorities for capital investment across the Group

Risk

–   Overseeing the Group’s risk management programme

–   Regularly reviewing the risk register

–   Overseeing risk management processes (see pages 36 to 39 for further details).

–   Approving annual budget, financial plan, five-year business plan

–   Approving major borrowings and finance and banking arrangements

–   Approving changes to the size and structure of the Board andfalls into the appointment and removal of Directors and the Company Secretaryfollowing key areas:

Strategy

–  Approving the Group strategy including major changes to corporate and management structure.

–  Approving acquisitions, mergers, disposals, capital transactions in excess of $50 million.

–  Setting priorities for capital investment across the Group.

–  Approving annual budget, financial plan, five-year business plan.

–  Approving major borrowings and finance and banking arrangements.

–  Approving changes to the size and structure of the Board and the appointment and removal of Directors and the Company Secretary.

–  Approving Group policies relating to sustainability, health and safety, Code of Conduct and Code of Share Dealing and other matters.

–  Approving the appointment and removal of key professional advisers.

Performance

–  Reviewing performance against strategy, budgets and financial and business plans.

–  Overseeing Group operations and maintaining a sound system of internal control.

–  Determining the dividend policy and dividend recommendations.

–  Approving the appointment and removal of the external auditor on the recommendation of the Audit Committee.

–  Approving significant changes to accounting policies or practices.

–  Overseeing succession planning at Board and Executive Officer level.

–  Approving the use of the Company’s shares in relation to employee and executive share incentive plans on the recommendation of the Remuneration Committee.


 

62

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

–   Approving Group policies relating to corporate social responsibility, health and safety, Code of Conduct and Code of Share Dealing and other matters

 

–   Approving the appointment and removal of key professional advisers.

EFFECTIVENESS

Risk

–  Overseeing the Group’s risk management programme.

–  Regularly reviewing the risk register.

–  Overseeing risk management processes (see pages 40 and 41 for further details).

Shareholder communications

–  Approving preliminary announcement of annual results, the publication of the Annual Report, the half-yearly report, the quarterly Trading Reports, the release of price sensitive announcements and any listing particulars, circulars or prospectuses.

–  Approving the Sustainability Report.

–  Maintaining relationships and continued engagement with shareholders.

Providing advice

–  Using experience gained within other companies and organisations to advise management both within and between Board meetings.

 

Shareholder Communications

–   Approving preliminary announcement of annual results, the publication of the Annual Report, the half-yearly report, the quarterly financial announcements, the release of price sensitive announcements and any listing particulars, circulars or prospectuses

–   Approving the Sustainability Report prior to publication

–   Maintaining relationships and continued engagement with shareholders.

Performance

–   Reviewing performance against strategy, budgets and financial and business plans

–   Overseeing Group operations and maintaining a sound system of internal control

–   Determining the dividend policy and dividend recommendations

–   Approving the appointment and removal of the external Auditor on the recommendation of the Audit Committee

Providing Advice

–   Using experience gained within other companies and organisations to advise management both within and between Board meetings.

The Schedule of Matters Reserved to the Board describes the role and responsibilities of the Board more fully and can be found on our website at www.smith-nephew.com

–   Approving significant changes to accounting policies or practices.

 

–   Overseeing succession planning at Board and Executive Officer level.

–   Approving the use of the Company’s shares in relation to employee and executive share incentive plans on the recommendation of the Remuneration Committee.

66Smith & Nephew Annual report 2014


BOARD TIMETABLE 2017

What we did

FEBRUARY

Month

JanuaryConsidered and approved acquisition of ArthroCare Corporation
(acquisition of ArthroCare)

Early February

(Approval of Preliminary

Announcement)

Announcement

Reviewed the results for the full year 20132016 and the preliminary announcement and approved the final dividend to be recommended to shareholders for approvalapproval.

Reviewed and approved the annual risk management report
report.

Approved  Received updates on the Budget for 2014 andprogress of certain acquisitions over the five-year Plan for 2014 to 2018
past five years.

Approved the continuation of the share buy-back programme to repurchase shares issued in connection with share plans on a quarterly basis

Reviewed the results of the review into the effectiveness of the Board in 20132016 and agreed action points for 20142017.

–  Reviewed and accepted that fees paid to Non-Executive Directors should remain unchanged.

Late February (via voice conference)

(by telephone) (ApprovalApproval of Financial Statements)

Statements

Reviewed and approved the Annual Report and Accounts for 2013,2016, having determined that they were fair, balanced and understandableunderstandable.

Reviewed and approved the Notice of Annual General Meeting and related documentation

Early April

documentation.

Noted, considered  Approved the Budget for 2017 and approved the new Commercial organisation structureStrategic Plan for 2017‑2021.

APRIL

Received a presentationreview of recent acquisitions.

–  Received an update on SYNCERA,global operations.

–  Reviewed the new ‘value’ range for our ASD division

work of the Government Affairs function.

Approved the Sustainability Report
Report.

Prepared for the Annual General Meeting to be held later that dayday.

MAY

Late April

(by telephone)

(Approval of Q1 results)

via voice conference)

Reviewed the results for the first quarter 20142017 and approved the Q1 announcementTrading Report announcement.

JUNE

July

(Approval of H1 results)

via voice conference)

  Approved the appointment of Angie Risley as Non-Executive Director.

JULY

(in Hull, UK)

–  Reviewed the results for the first half 20142017 and approved the H1 announcement, having considered management’s judgement in a number of areas, and approved payment of the interim dividenddividend.

–Received and considered a report analysing the progress of recent acquisitions against expectations at the time of acquisitionin Research and Development.

–Received and discussed the annual review of defence planningGroup Insurances.

–  Discussed the strategy review agenda for September 2017.

SEPTEMBER

(in Tokyo, Japan)

Strategy Review

Received update reports from Group Taxation  Conducted review of corporate strategy for 2018‑2022.

–  Reviewed the implications, risks and Group TreasuryApproved the appointment of Deutsche Bank as ADR Depositary Bank and the changeopportunities of the ratio of ADR to ordinary sharesUpdated and approved the Schedule of Matters Reserved to the Board

Early October

(Strategy Review)

Singapore

Medical Devices regulations.

Approved the Strategic Plan for 2015 to 2019 over a two-day Strategy Review with the executive team

Approved the renewal of the Directors’directors’ and Officers’ Liability insuranceofficers’ liability Insurance.

NOVEMBER

Authorised the executive team to arrange the private placement of debtEarly November (in Dubai, UAE)

Late October

(Approval of Q3 Results)

Fort Worth, Texas

Trading Report

Reviewed the results for the third quarter 20142017 and approved the Q3 announcementTrading Report announcement.

–Received and considered the annual reporta follow up from Executive Officers from the executive team on executive Succession PlanningStrategy Review in Tokyo in September.

–Received an update from Rodrigo Bianchi on the progress ofAPAC/EM (Asia Pacific and Emerging Markets) business.

–  Discussed the integration of ArthroCareApproved the appointment of Vinita Bali as a Non-executive Director

annual executive talent review.

DecemberLate November

(Approval of Budget)

Budget

Approved  Reviewed the Budget for 20152018.

Authorised the executive team to conduct a selection process for new corporate brokersReceived a reportreview of the activities of Global Business Services.

–  Received updates from Glenn Warner on the progressUS Business.


SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

63

Picture 82

In addition various matters were determined by written resolution, including accepting notice of our investment in Bioventus LLPReceived an update on the HR transformation projectReceived an update onintention to retire of Olivier Bohuon as Chief Executive Officer and authorising the Commercial structure within Europe

We also agreed to appoint Erik Engstrom as Non-executive Director by written resolution.

Since the year end, we have also approved the Annual Report and Accounts for 2014execution of certain agreements. Since the year end, we have also approved the Annual Report and Accounts for 2017 and have concluded that, taken as a whole, they are fair, balanced and understandable. We have approved the Notice of Annual General Meeting, recommended the final dividend to shareholders and have received and discussed the report on the effectiveness of the Board in 2014.

Each meeting was preceded by a meeting between the Chairman and the Non-executive Directors without Executive Directors and management in attendance. Unless otherwise stated, meetings are held in London.

At each meeting, we approved the minutes of the previous meetings, reviewed matters arising and received reports and updates from the Chief Executive Officer, the Chief Financial Officer, the Chief Business Development Officer, the Chief Legal Officer and the Company Secretary. We also received reports from the chairmen of the Board Committees on the activities of these Committees since the previous meeting.

LOGO

Smith & Nephew Annual report 2014            67


CORPORATE GOVERNANCE

Corporate Governance Statementcontinued

Effectiveness

Board and Committee Attendance

                  
  

 

  
   Board Meetings

Audit

Committee Meetings

Remuneration
Committee Meetings
Nomination & Governance
Committee Meetings
Ethics & Compliance
Committee Meetings
  
  Director (9 meetings) (8 meetings)  (4 meetings)  (3 meetings)  (4 meetings)  
  

 

  
 Roberto Quarta9 / 92 / 273 / 3 
  

 

  
 Olivier Bohuon9 / 93 / 3 
  

 

  
 Julie Brown9 / 9 
  

 

  
 Vinita Bali11 / 1 
  

 

  
 Ian Barlow9 / 98 / 81 / 19 
  

 

  
 Virginia Bottomley9 / 94 / 42 / 28 
  

 

  
 Sir John Buchanan23 / 41 / 1 
  

 

  
 Michael Friedman38 / 94 / 4 
  

 

  
 Pamela Kirby46 / 63 / 33 / 3 
  

 

  
 Brian Larcombe9 / 98 / 84 / 43 / 3 
  

 

  
 Joseph Papa9 / 98 / 84 / 44 / 4 
  

 

  
 Ajay Piramal51 / 3 
  

 

  
 Richard De Schutter64 / 43 / 32 / 21 / 12 / 2 
 

 

1  Vinita Bali was appointed to the Board on 1 December 2014

2  Sir John Buchanan retired from the Board on 10 April 2014

3  Michael Friedman was unable to attend one Board telephone update due to a flight delay

4  Pamela Kirby retired from the Board on 31 July 2014

 

5  Ajay Piramal retired from the Board on 24 March 2014

6  Richard De Schutter retired from the Board on 10 April 2014

7  Roberto Quarta joined the Remuneration Committee on 10 April 2014

8  Virginia Bottomley joined the Nomination & Governance Committee on 10 April 2014

9  Ian Barlow joined the Ethics & Compliance Committee on 2 October 2014

 

In the event that a Director is unable to attend a Board or Board Committee meeting, they ensure that they are familiar with the matters to be discussed and make their views known to the Chairman of the Board or Board Committee prior to the meeting.

Dear Shareholder,

The Chairman asked me as Senior Independent Director to conduct the review into the effectiveness of the Board in 2014. I interviewed all2017.

Each meeting was preceded by a meeting between the membersChairman and the Non-Executive Directors without the Executive Directors and management in attendance. Unless otherwise stated, meetings are held in London, UK. At each meeting, we approved the minutes of the previous meetings, reviewed matters arising and received reports and updates from the Chief Executive Officer, the Chief Financial Officer, the Chief Corporate Development Officer, the Chief Legal Officer and the Company Secretary. We also received reports from the chairmen of the Board Committees on the Company Secretaryactivities of these Committees since the previous meeting.

BOARD AND COMMITTEE ATTENDANCE

Director

    

Board Member since

    

Board meetings
(9 meetings)

    

Audit
Committee
meetings
(7 meetings)

    

Remuneration
Committee
meetings
(7 meetings)

    

Nomination &
Governance
Committee
meetings
(8 meetings)

    

Ethics &
Compliance
Committee
meetings
(4 meetings)

 

Roberto Quarta¹

 

December 2013

 

9/9

 

 

6/7

 

8/8

 

 

Olivier Bohuon

 

April 2011

 

9/9

 

 

 

 

 

Graham Baker²

 

1 March 2017

 

7/7

 

 

 

 

 

Vinita Bali³

 

December 2014

 

7/9

 

 

6/7

 

 

4/4

 

Ian Barlow

 

March 2010

 

9/9

 

7/7

 

 

6/6

 

4/4

 

Virginia Bottomley

 

April 2012

 

9/9

 

 

7/7

 

8/8

 

 

Erik Engstrom

 

January 2015

 

9/9

 

6/7

 

 

 

 

Robin Freestone

 

September 2015

 

9/9

 

7/7

 

7/7

 

 

 

Michael Friedman

 

April 2013

 

9/9

 

 

 

 

4/4

 

Joseph Papa

 

August 2008

 

9/9

 

7/7

 

7/7

 

 

4/4

 

Marc Owen 

 

1 October 2017

 

2/2

 

2/2

 

 

 

 

Angie Risley

 

18 September 2017

 

3/3

 

 

3/3

 

 

 

Brian Larcombe

 

March 2002

 

3/3

 

3/3

 

3/3

 

2/2

 

 

1    Roberto Quarta missed one Remuneration Committee meeting call convened on short notice. He had signified his approval of the matters being discussed to the Remuneration Committee Chairman prior to the meeting.

2   Graham Baker was appointed on 1 March 2017 and attended all his scheduled meetings to 31 December 2017.

3    Vinita Bali missed one Board call and one Remuneration Committee meeting on the Headsame day, due to a prior commitment and one Board call convened on short notice. In each case, she had signified her approval of Human Resources towards the end of 2014, basing our discussions aroundmatters being discussed to the Chairman prior to the meeting.

4    Erik Engstrom missed one Audit Committee meeting in Hull, which clashed with a short questionnaire preparedRELX Board meeting, for which he is the Chief Executive Officer.

5    Marc Owen was appointed on 1 October 2017 and attended all his scheduled meetings to 31 December 2017.

6    Angie Risley was appointed on 18 September 2017 and attended all her scheduled meetings to 31 December 2017.

7    Brian Larcombe retired from the Board at the Annual General Meeting on 6 April 2017.


64

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

EFFECTIVENESS

BOARD EFFECTIVENESS REVIEW

The Board Effectiveness Review in 2017 was internally facilitated by Ian Barlow, Senior Independent Director assisted by the Company Secretary. The 2017 review comprised a questionnaire completed by each member of the Board. This questionnaire focused on the progress made addressing the issues raised in previous Board Evaluations as well as looking into how the Board had handled particular topics throughout the year. Ian Barlow then conducted individual interviews with each Board member. He also chaired a meeting of the Non-Executive Directors specifically to discuss the performance of the Chairman.

In January 2018, he prepared a report, detailing his findings, which he shared with the Chairman. The report was then discussed by the full Board in February 2018.

In discussion, we concluded that the Board worked well with a good breadth of skills, backgrounds and experience, which has been enhanced with the appointments during the past year. The culture was open and collaborative; the cadence of board meetings and the administrative support was broadly welcomed and we covered most of the right topics across the annual cycle. We did however identify some areas for further improvement as follows:

–  Some changes could be made to the Board scores highlycalendar to spread our work more efficiently and effectively throughout the year, with an even greater focus on allpeople issues, R&D and commercial execution.

–  We would like to spend more time on our site visits meeting the key assessmentslocal teams, their staff, our customers and local hospitals to give us a deeper understanding of our responsibilities for approvingmarkets, our customers and our competition and to assist in assessing bench strength further down the Company.

–  Further improvements could be made to how we monitor performance against our strategic objectives, tracking development and implementation of strategy monitoring performance, determining risk, diligence of members’ attendance and quality of discussion. Roberto Quarta, Chairman of the Board is universally respected for his professionalism, chairmanship skillslessons learned from our successes and forshortfalls.

developing an excellent working relationship with Olivier. He has invested the time to understand the business, getting to know the senior executives and the major shareholders and has made excellent progress in strengthening the Board with appointment of new Non-executive Directors. The Committees of the Board were also found to be operating effectively.

There has been some healthy discussion around the role played by the Board, with the Non-executives eager to play a more active role in agenda planning, setting the strategy, organisational change and management succession and the appointment of advisers.

The Board discussed the results of my findings at our Board meeting in February 2015 and agreed the following actions for 2015:

Action identified

Make more effective use of the annual Board Planner to ensure that all key strategic issues were timetabled appropriately throughout the year

Encourage the executive team to access the diverse competencies of the Non-executive Directors more between Board meetings

Continue the practice of inviting members of the executive team to present regularly to the Board

The review into the Board’s effectiveness in 2015 will be facilitated externally as although we undertake an annual review, the last externally facilitated review was in 2012. The areas for attention identified in the 20132017 review havehad been addressed as follows:

Actions identified

Action taken

Gaining a deeper understanding of why our competitors are enjoying superior growth rates compared with us so that we can help management identify, acquire and develop the resources they need to compete more effectively in our chosen markets.

During the year, as part of our site visits, the Board met with senior management in different territories and heard about the commercial challenges faced in different markets. Part of the September Strategy Review included a focus on the different categories of customers and the pricing and reimbursement drivers which affect different business in different parts of the world.

We positively encourage our Non-Executive Directors to spend time with our sales representatives in order to experience the challenges they face first-hand.

Gaining a better understanding of the changing market dynamics in our chosen markets, focusing on identifying the different categories of customer and the pricing and reimbursement drivers which are in play, so that we can support and challenge management more effectively when they seek approval for projects to address these changing conditions.

Playing a more active role in supporting management develop robust succession plans for senior executive positions.

The Board reviews detailed succession plans on an annual basis. The Board also meets with potential successors to members of the management team during site visits and as part of Board presentations. During the year, Non-Executive Directors have assisted in the interview process for some senior management positions and have acted as a sounding board for the executive team, when considering succession plans in key areas.

Encouraging management to develop metrics and dashboards on a wider range of issues beyond financial metrics, particularly in the areas of Human Resources and R&D and ensuring that we regularly monitor progress against these metrics.

Dashboards have been developed throughout the year, which are reviewed at each Board meeting. These dashboards track progress against defined metrics with both a long-term and a short-term focus aligned to our Strategic Priorities, covering a wide range of business areas, including R&D, HR, the commercial and operating organisations, M&A and legal and compliance.

The last externally facilitated Board Effectiveness Review was carried out in 2015 by Belinda Hudson of Independent Audit.
The 2018 review will also be facilitated externally.

 

Progress made in 2014 against the Areas for Attention identified in the 2013 review

 

Succession Planning at Non-executive Director level would be a key priority following the retirement of a number of long serving Non-executive Directors during the year.

SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

65

 

Picture 91

 

Nomination & Governance Committee undertook a comprehensive search for new Non-executive Directors leading to the appointment of Vinita Bali on 1 December 2014 and of Erik Engstrom on 1 January 2015. This process is ongoing. Details of the full search process are given in the Nomination & Governance Committee Report on page 70.

Timing and length of the Board and Committee meetings could be reviewed to consider whether the current pattern of meetings was most effective.

The timing and frequency of Board meetings has been reviewed by the Chairman and the Chief Executive Officer, who have concluded that the current pattern of meetings is appropriate for the Company and fits in well with the programme of executive activities throughout the year. The reporting schedule inhibits changing the Board timetable.

Yours sincerely,

Brian Larcombe

Senior Independent Director

68Smith & Nephew Annual report 2014


Board Development Programme

BOARD DEVELOPMENT PROGRAMME

Our Board Development Programme is directed to the specific needs and interests of our Directors. We focus the development sessions on facilitating a greater awareness and understanding of our business rather than formal training in what it is to be a Director. We value our visits to the different Smith & Nephew sites around the world, where we meet with the local managers of our businesses and see the daily operations in action. Meeting our local managers helps us to understand the challenges they face and their plans to meet those challenges. We also take these opportunities to look at our products and in particular the new products being developed by our R&D teams. This direct contact with the business in the locations in which we operate around the world helps us to make investment and strategic decisions. Meeting our local managers also helps us when making succession planning decisions below Board level.

During the course of the year, we receive updates at the Board and Committee meetings on external corporate governance changes likely to impact the Company in the future.

In 2014, we particularly focused on the changes to Narrative Reporting and reporting on Remuneration as well as the changes incorporated in the UK Corporate Governance Code 2014 and the Financial Reporting Council’s Audit Quality Thematic Review into fraud risks and laws and regulations. New Directors receive tailored induction programmes when they join the Board. In 2014, Vinita Bali commenced her induction programme with a series of meetings with key senior executives and a briefing on UK Company Law and Corporate Governance delivered jointly by our corporate lawyers, Freshfields and our Company Secretary, Susan Swabey. Since the year end, Vinita Bali and Erik Engstrom have continued meeting with key senior executives and a series of visits to our major facilities is planned for them both over the next few months. All Non-executiveNon-Executive Directors are encouraged to visit our overseas businesses, if they happen to be travelling for other purposes. Our local management teams enjoy welcoming Non-executiveNon-Executive Directors to their business and it emphasises the interest the Board takes in all our operations. The Chairman regularly reviews the development needs of individual Directors and the Board as a whole.

Development activities

The following development sessions covering both the Smith & Nephew business and wider market issues were held during the year:

MonthActivity

FebruaryIndividual cyber profiling sessions with each Director
Presentation from external consultants on the current state of the Medical Devices industry across Europe

AprilPresentation on new SYNCERA range

JulyJoint presentation from our corporate brokers on equity markets and investor perceptions of Smith & Nephew
business and wider market issues were held during the year:

July

September

Meetings with  Visit to the Company’s site in Hull to take part in activities celebrating our ASEAN management team in Singapore with160th anniversary on the site. The Board toured the manufacturing and research facility and received presentations from members of the local Managing Directorsworkforce involved in Singapore, Malaysia and Thailand
community focused activities as part of the Hull City of Culture 2017.

Presentation from a leading Indian hip surgeonour Auditor, KPMG LLP (KPMG), on External Reporting trends, covering changing accounting standards and updates on financial reporting, the challenges in the Indian market
SEC and corporate governance changes relating to Audit Committees and Auditors.

September

Presentations from the entire Executiveexecutive team as part of the Board’s Strategy review
BoardReview, covering the whole business and including a discussion on Risk as part of the Board’s Strategy discussions
Risk.

OctoberVisit to the Biotherapeutics facilityCompany’s  offices in Fort Worth, TexasTokyo and meetings with the Biotherapeutics research and development teams
Series ofour senior leaders in Japan, with presentations from our Advanced Wound Management US Commercial team on the business and challenges faced in Japan.

November

–  Visit to the Company’s offices in Dubai, the head office for our Emerging Markets businesses. The Board received presentations on our businesses in Saudi Arabia, India and Chile and met with the local General Managers in these countries.

–  Presentation on the Emerging Markets business, including deep dives into Brazil, China and our Mid-Tier portfolio of products.

–  Presentation on the US business discussing the opportunities and challenges faced by our different franchises across the business,US.

December

–  Opportunities for our strategyUK based Non-Executive Directors to go on the road with some of our London based sales representatives and initiativesfor Vinita Bali to meet with representatives in Bangalore.

During the course of the year, we also received updates at the Board and Committee meetings on external corporate governance changes likely to impact the Company in the future.

INDUCTION PROGRAMME FOR NEW DIRECTORS

During 2017, Graham Baker, Angie Risley and Marc Owen joined the Board and each received tailored induction programmes relevant to their skills and experiences and their roles on the Board. These induction programmes, which are ongoing include:

–  One-to-one meetings with senior executives to understand the roles played by our senior employees and specifically how we do things at Smith & Nephew;

–  Visits to our sites local to the Director to get a feel of how our research and manufacturing operations are run;

–  Opportunities to accompany our sales representatives on the road to better understand the daily challenges they face; and

–  Meetings with our external advisers for example Freshfields, our Corporate lawyers, KPMG, our Auditor and Willis Towers Watson, our Remuneration Committee adviser to explain the legal and regulatory background to their role on our Board and how these challenges and an updateissues are approached at Smith & Nephew.

By order of the Board, on progress made since the previous year

22 February 2018

Succession PlanningRoberto Quarta

Chairman

 

The Board is responsible for ensuring that there are effective succession plans in place to ensure


66

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

NOMINATION & GOVERNANCE COMMITTEE REPORT

ACCOUNTABILITY

NOMINATION & GOVERNANCE COMMITTEE

Picture 269

Membership

Member since

Meetings attended

Roberto Quarta (Chairman)

April 2014

8/8

Virginia Bottomley

April 2014

8/8

Ian Barlow1

April 2017

6/6

Brian Larcombe1

April 2011

2/2

1    Ian Barlow joined the orderlyCommittee following the Annual General Meeting on 6 April 2017 on his appointment of directors to the Board, as and when vacancies arise. The reportSenior Independent Director. Ian replaced Brian Larcombe, who retired from the Nomination & Governance Committee on pages 70 to 71 explains the process the Board and the Nomination & Governance Committee followed in 2014 to build a balanced board forfollowing the future in undertaking the search forAnnual General Meeting on 6 April 2017.

2018 focus

–  Appointment of new Non-executive Directors.

Building a successful executive team is the responsibility of the Chief Executive Officer although this process is also overseen by the Board. The Chief Executive Officer and Chief Human Resources Officer present a report to succeed Olivier Bohuon.

–  Consider how best to ensure that the Board on Succession Planning on an annual basis, at whichhas considered different stakeholders in accordance with the performanceproposals from the Government and potential of members of the executive team are discussed and considered. The Board is also given a number of opportunities during the course of the year to meet key

members of the executive team at the Strategy Review held annually in September and at the site visits held in October each year. Executive Officers and their direct reports also make regular presentations on different aspects of the business. The Board recognises the importance of getting to know the executive team below Board level both for the purpose of understanding the business better but also in order to plan for executive succession.Financial Reporting Council.

By order of the Board, on 25 February 2015

LOGO

Roberto Quarta

Chairman

LOGO

Smith & Nephew Annual report 2014            69


CORPORATE GOVERNANCE

Accountability

AccountabilityLOGO

Nomination & Governance

Committee Report

LOGO

Dear Shareholder

DEAR SHAREHOLDER,

I am pleased to present our Report on the role and activities2017 report of the Nomination & Governance Committee in 2014.Committee.

ROLE OF THE NOMINATION & GOVERNANCE COMMITTEE

Current Members in 2014

Our work falls into the following two areas:

Roberto QuartaBoard Composition

Committee Chairman

Brian Larcombe

Senior Independent Non-executive Director

Virginia Bottomley(from 10 April 2014)

Independent Non-executive Director

Olivier Bohuon

Chief Executive Officer

1  Sir John Buchanan and Richard De Schutter left the Committee on 10 April 2014 on their retirement from the Board.

Key activities

–  ReviewReviewing the size and composition of the Board.

–  Overseeing Board and make recommendations to the Board regardingsuccession plans.

–  Recommending the appointment of Directors.

–  Monitoring Board diversity.

Corporate Governance

–  OverseeOverseeing governance aspects of the Board and its Committees.

2015 focus

–  Continue to search for one more Non-executive Director with financial expertise.

Role of the Nomination & Governance Committee

Our work falls into the following two areas:

Board Composition

Reviewing the size and composition of the Board

Overseeing Board succession plans

Recommending the appointment of Directors

Monitoring Board diversity.

Corporate Governance

Overseeing governance aspects of the Board and its Committees

Overseeing the review into the effectiveness of the Board

Board.

Considering and updating the Schedule of Matters Reserved to the Board and the Termsterms of Referencereference of the Board Committees

Committees.

Monitoring external corporate governance activities and keeping the Board updated

updated.

Overseeing the Board Development Programme and the induction process for new Directors.

The terms of reference of the Nomination & Governance Committee describe our role and responsibilities more fully and can be found on our website at www.smith-nephew.com

Activities of the Nomination & Governance Committee in 2014 and since the year end

In 2014, we held four physical meetings. Each meeting was attended by all members of the Committee. The Company Secretary, the Head of Human Resources and external search agents also attended by invitation. In between each meeting, various discussions were held between members of the Nominations & Governance Committee and the external search agent. Our programme of work in 2014 was as follows:

Early February (Activities related to the year end)

  Identifying and monitoring any conflict of interests of the Board.

The terms of reference of the Nomination & Governance Committee describe our role and responsibilities more fully and can be found on our website: www.smith-nephew.com

ACTIVITIES OF THE NOMINATION & GOVERNANCE COMMITTEE IN 2017 AND SINCE THE YEAR END

In 2017, we held five physical meetings and three via teleconference. Each meeting was attended by all members of the Committee. The Company Secretary, Chief Executive Officer and Chief Human Resources Officer also attended all or some of the meetings by invitation and other Non-Executive Directors were invited to join the meetings to discuss the search for a new Chief Executive Officer. In between each meeting, various discussions were held between members of the Nomination & Governance Committee and the external search agent.

Our programme of work in 2017 was as follows:

Early February

Activities related to the year end

–  Considered and approved the re-appointment of directorsDirectors who had completed three or six years’ service and the annual appointment of directorsDirectors serving in excess of nine years

years.

  Recommended the appointment of Ian Barlow as Senior Independent Director to the Board following the retirement of Brian Larcombe and the appointment of Robin Freestone to replace Ian Barlow as Chairman of the Audit Committee.

–  Reviewed and updatedapproved the Schedule of Matters Reserved to the Board and the Termsterms of Referencereference of the Board Committees

Committees.

–  Discussed the search for two additional Non-Executive Directors.

 

Considered and discussed the results of the annual review into the effectiveness of the Board

 

Noted an update on corporate governance matters relating to reporting and disclosure requirements.

Early September (Appointment of Vinita Bali)

 

Reviewed

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Picture 22

April 

Activities related to the long listappointment of Non-Executive Directors

–  Considered candidates for the positionroles of Non-executiveChairman Elect of the Remuneration Committee and a Non-Executive Director and discussed the outcomewith Healthcare/Medical Devices experience.

August

Appointment of meetings already held with candidates who had been shortlisted

new Non-Executive Director

Agreed to recommend  Recommended to the Board that Vinita BaliMarc Owen be appointed Non-executivean additional Non-Executive Director.

70Smith & Nephew Annual report 2014


End October (Appointment of Erik Engstrom)

Early September (by teleconference)

Update on search for additional Non-Executive Director

–  Further reviewed the longlist and shortlist of Non-executiveReceived an update on potential Non-Executive Director candidates and discussed the outcome of meetings held with candidatesMedical Devices experience.

November (2 meetings)

Update on search for new Chief Executive Officer

–  Agreed to recommend toReceived an update on the Board that Erik Engstrom be appointed Non-executive Directorsearch for a new Chief Executive Officer.

December (2 meetings by teleconference)

Update on search for new Chief Executive Officer

–  Agreed to hold further meetings with other candidates.Discussed potential candidates for the role of Chief Executive Officer.

Early December (AppointmentFurther matters were resolved by written resolution including noting the retirement of Non-executive Directors)

–  Further reviewed the longlist and shortlist of Non-executive Director candidates and discussed the outcome of meetings held with candidates.

Olivier Bohuon as Chief Executive Officer.

Since the year end, we have also considered the outcomes of the Board Effectiveness review and discussed the future structure of the Board.

Non-executive Directors

During 2014, there were a number of changesBoard and completed our year end governance processes. We’ve also appointed Roland Diggelmann to the compositionBoard as an additional Non-Executive Director, who also has strong Medical Devices experience.

The key areas of focus for us in 2017 were:

NON-EXECUTIVE DIRECTORS

Brian Larcombe retired as Senior Independent Director at the Board. Sir John Buchanan retired2017 Annual General Meeting and Ian Barlow was appointed in his place. Ian Barlow has served on our Board as Chairman of the Audit Committee since 2010. He knows the Company well and has a sound understanding of the governance and regulatory requirements of the Board. He has also met some of our shareholders in his previous role as Chairman of the Audit Committee.

Robin Freestone took over the role of Chairman of the Audit Committee from Ian Barlow with effect from 1 March 2017. Robin had served as a Non-Executive Director of the Board and member of the Audit Committee and the Remuneration Committee for a period of 18 months. Prior to his appointment to the Board, he was a well-regarded FTSE 100 Chief Financial Officer who has brought relevant expertise and insight to the Audit Committee. His appointment as Chairman of the Audit Committee was designed to coincide with the appointment of Graham Baker to enable the Chief Financial Officer and Chairman of the Audit Committee to build a constructive working relationship together.

As we announced in the 2016 Annual Report, Joseph Papa will be retiring from the Board at the 2018 Annual General Meeting after more than nine years’ service, toseven of which as Chairman of the Company. Richard De Schutter also retired atRemuneration Committee.

In the Annual General Meeting following 13 years’ servicelight of the departure of Brian Larcombe and Pamela Kirby retired after 12 years’ service in July. Earlier inJoseph Papa, the year, Ajay Piramal also retired from the Board in March due to the pressure of other commitments. These departures left a number of positions on the Board to be filled. We therefore undertook a search programme to identify suitable new Board members, which resulted in the appointment of Vinita Bali as Non-executive Director with effect from 1 December 2014 and of Erik Engstrom with effect from 1 January 2015. The process we followed was as follows:

–  I worked with Olivier Bohuon, Chief Executive Officer, the Company Secretary and the Head of Human Resources to analyse the skills and experiences we felt that we needed on the Board to implement our Strategy over the next five years. We alsoNomination & Governance Committee analysed the skills and experiences of those Directors who would be remaining onrequired by the Board

–  From this review, we identified that we would wish going forward to search for upprovide the necessary support and challenge to three new Non-executive Directors, each withthe executive team to execute against our Strategic Priorities. We used a combination of one or more of the following skills, experiences or backgrounds:

–  Experience of one or more of the Emerging Markets in which we operate;

–  Digital experience – we later modified thismatrix (see page 57) to leading a company through a period of considerable technological change;

–  Experience as a Chief Executive Officer in another listed company;

–  At least one new female Non-executive Director;

–  The Board reviewed this analysis and endorsed thecompare these required skills and experiences against whichthose already held by members of the Board and determined that we would be searching

need to focus on:

  Increasing the diversity at Board level.

–  Finding a replacement for Joseph Papa as Chairman of the Remuneration Committee.

–  Replacing the investment knowledge and experience of Brian Larcombe.

–  Reinforcing the Board with specific healthcare and Medical Devices experience.

During the year, we were advised by Zygos, who prepared a longlist of candidates for us and then worked with us to select a shortlist of candidates, who were interviewed by me and a number of other Non-Executive Directors. As a result of this process, we recommended to the Board that Angie Risley be appointed Non-Executive Director and Chairman Elect of the Remuneration Committee on 18 September 2017 and Marc Owen be appointed Non-Executive Director and member of the Audit Committee on 1 October 2017.

Angie Risley is a well-regarded FTSE 100 Human Resources Director and proven Non-Executive Director and Remuneration Committee Chairman with experience across a wide range of sectors, including a regulated environment. She will bring to the Board valuable experience of leading a Remuneration Committee as well as providing additional resource and sounding for our Human Resources function.

Marc Owen is a proven leader with an astute strategic vision, and experience of building significant international healthcare businesses. He has strong commercial healthcare expertise and general business experience, which will be of great value to the Company.

The appointment of Roland Diggelmann on 1 March 2018 will bring additional Medical Devices experience to our Board.

CHIEF EXECUTIVE OFFICER

In September 2017, Olivier Bohuon announced his intention to retire by the end of 2018. He chose to give us notice of this in order to give us time to find his successor.  The Nomination & Governance Committee selectedinitiated a search in September 2017 advised by both Zygos and Russell Reynolds. Zygos does no other work for the Company other than advising on recruitment of Board members. Russell Reynolds to undertake the search for new Non-executive directors, having reviewed three firms suggested by the Head of Human Resources andalso advises the Company Secretaryon executive recruitment and appointments. This process is ongoing.

 


–  Russell Reynolds prepared a long list of candidates satisfying one or more of the above criteria and Brian Larcombe and I met with them to discuss the longlist and select a shortlist of suitable candidates

 

 

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SMITH & NEPHEW ANNUAL REPORT 2017

–  Members of the Nomination & Governance Committee then met individually with a number of candidates. Additional Board members were also asked to meet certain candidates where there were particular interests or experiences

–  The Nomination & Governance Committee agreed to recommend that the Board appoint Vinita Bali and Erik Engstrom as Non-executive Directors.

 

The Nomination & Governance Committee selected Vinita Bali to be a Non-executive Director because of her experience as a very senior commercial executive in a wide range of Emerging Markets across India, Africa and South America.

ACCOUNTABILITY

 

We selected Erik Engstrom because of his experience in his role as Chief Executive Officer leading his company Reed Elsevier through significant technological change and his ability to add value to our Audit Committee.

Russell Reynolds also undertook succession planning assessments on behalf of management. The Committee is satisfied that their advice is objective and independent.

Diversity

DIVERSITY

We aim to have a Board which represents a wide range of backgrounds, skills and experiences. We also value a diversity of outlook, approach and style in our Board members. We believe that a balanced Board is better equipped to consider matters from a broader perspective, understanding the views of our stakeholders as well as our shareholders and therefore come to decisions that have considered a wider range of issues and perspectives than would be the case in a more homogenous Board. Diversity is not simply a matter of gender, ethnicity or other easily measurable characteristic.characteristics. Diversity of outlook and approach is harder to measure than gender or ethnicity but is equally important. A Board needs a range of skills from technical adherence to governance or regulatory matters for an understanding ofto understand the business in which we operate. It needs some members with a long corporate memory and others who bring new insights from other fields.

There needs to be both support and challenge on the Board as well as a balance of gender and commercial and international experience. When selecting new members for the Board, we take these considerations into account, as well as professional background. A new Board member needs to fit in with their fellow Board members, but also needs to provide a new way of looking at things.

In 2012, we stated that our expectation would be that by 2015, 25% of our Board would be female and at the beginning and the end of 2017, we have met this expectation. 30% of ourexpectation, although the various Board is female. We do not regardchanges during the year meant that this aspercentage fluctuated throughout the year. Looking forward, we shall work towards a fixed percentage asBoard with 33% female representation in-line with the number of Board members will fluctuate from time to time and we would not necessarily expect to replace any retiring Director with a new Director of the same gender.Hampton-Alexander Review. We will stillalso look to increase ethnic diversity on the Board following the Parker Review as appropriate. We will continue to appoint our Directors on merit, valuing the unique contribution that they will bring to the Board, regardless of gender.gender, ethnicity or any other diversity measure.

In order to ensure that our Board remains diverse, we analyse the skills and experiences we require against the skills and experiences on our Board using the matrix on page 57. We review this matrix regularly to ensure that it is refreshed to meet the changing needs of the Company.

Governance

GOVERNANCE

During the year, the Nomination & Governance Committee also addressed a number of governance matters. We also received updates from the Company Secretary on new developments in corporate governance and reporting in both the UK and Europe.(and Europe). We reviewed the independence of our Non-executiveNon-Executive Directors, considered potential conflicts of interest and the diversity of the Board and made recommendations concerning these matters to the Board.

We have reviewed the proposals in the Government’s Green Paper on corporate governance particularly in relation to enhancing the stakeholder voice. As a Board, we have identified our key stakeholders and during the course of 2018, we will be considering the best ways of ensuring that the voices of these different stakeholders are heard within the Boardroom.

Yours sincerely,SMITH & NEPHEW’S BROAD STAKEHOLDERS

EMPLOYEES

CUSTOMERS

GOVERNMENTS

INVESTORS

PAST

PATIENTS

REIMBURSEMENT

PAST

PRESENT

SUPPLIERS

INSURERS

PRESENT

FUTURE

SURGEONS/
NURSES

COMMUNITIES

FUTURE

PROCUREMENT

PUBLIC

NGOS

 

LOGO

Picture 56

Roberto Quarta

Chairman of the Nomination & Governance Committee

LOGO

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CORPORATE GOVERNANCE

Accountabilitycontinued

 


Ethics & Compliance

Committee Report

 

 

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LOGO

 

Picture 96

Dear Shareholder

ETHICS & COMPLIANCE COMMITTEE

Picture 263

Membership

Member since

Meetings attended

Michael Friedman (Chairman)

August 2014

4/4

Vinita Bali

April 2015

4/4

Ian Barlow

October 2014

4/4

Joseph Papa1

April 2008

4/4

1    Joseph Papa will be retiring from the Board and the Committee at the Annual General Meeting to be held on 12 April 2018.

2    Marc Owen will join the Committee on 1 March 2018.

2018 focus

–  Continue to monitor the impact of the EU General Data Protection Regulation (GDPR) and the EU Regulations for Medical Devices (MDR).

–  Conduct select reviews of the compliance programme in key markets.

–  Continue to monitor progress against key compliance and quality metrics.

DEAR SHAREHOLDER,

I am pleased to present our Report on the role and activities2017 report of the Ethics & Compliance Committee in 2014.Committee.

ROLE OF THE ETHICS & COMPLIANCE COMMITTEE

Current Members in 2014

Our work falls into the following two general areas:

Michael A. Friedman(from 31 July 2014)Ethics & Compliance

Committee Chairman

Ian Barlow(from 2 October 2014)

Independent Non-executive Director

Joseph Papa

Independent Non-executive Director

1  Richard De Schutter left the Committee on 10 April 2014 on their retirement from the Board.

2  Pamela Kirby left the Committee on 31 July 2014 on her retirement from the Board.

3  Vinita Bali will join the Committee on 1 April 2015.

Key activities

–  Reviews ethics and compliance processes and practices across the Group.

–  Oversees quality and regulatory matters.

–  Monitors significant compliance, quality and regulatory issues or failures as they arise.

2015 focus

–  Develop a deeper oversight of quality and regulatory matters.

–  Continue to focus on compliance issues within the context of our acquisition programme.

–  Continue to enhance the compliance processes and practices of our third party distributors.

Role of the Ethics & Compliance Committee

Our work falls into the following two general areas:

Ethics & Compliance

Overseeing ethics and compliance programmes,

strategies and plans.

Monitoring ethics and compliance policiesprocess improvements and training programmes

enhancements.

Reviewing compliance performance based on monitoring, auditing and internal and external investigations data

data.

Reviewing allegations of significant potential compliance issues

issues.

Overseeing the Group’s internal and external communications relating to ethics and compliance matters

Reviewing external developments and compliance activities

Receiving reports from the Group’s Ethics & Compliance Committee meetings and from the Chief Compliance Officer and the Chief Legal Officer.

Quality Assurance and Regulatory Assurance

Quality Assurance and Regulatory Affairs (QARA)

Overseeing the processes by which regulatory and quality risks relating to the Company and its operations are managed

identified and managed.

Receiving and considering regular functional reports and presentations from the President of Global Operations, SVP of Quality Assurance and Regulatory Assurance (QARA).

The terms of reference of the Ethics & Compliance Committee describe our role and responsibilities more fully and can be found on our website atother Officers.

The terms of reference of the Ethics & Compliance Committee describe our role and responsibilities more fully and can be found on our website: www.smith-nephew.com

ACTIVITIES OF THE ETHICS & COMPLIANCE COMMITTEE IN 2017 AND SINCE THE YEAR END

In 2017, we held four physical meetings. Each meeting was attended by all members of the Committee. The Company Secretary, the Chief Legal Officer, the Chief Compliance Officer, the SVP of Quality, and the President of Global Operations also attended all or part of the meetings by invitation.

Our programme of work in 2017 included the following:

February

–   Reviewed various quality metrics including the level of complaints, the number and nature of field actions and the results of US Food and Drug Administration (FDA) inspections.

–   Noted the progress made on the Global Compliance Programme Plan for 2016 and noted the plan of action for 2017.

April

–   Reviewed various quality metrics and approved the Global Quality Plan for 2017, noting the additional work to be done in implementing the EU Medical Devices Regulation (MDR).

–   Reviewed the actions taken to mitigate risk in new business ventures.

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Activities of the Ethics & Compliance Committee in 2014 and since the year end

In 2014, we held four physical meetings. Each meeting was attended by all members of the Committee. The Company Secretary, the Chief Legal Officer, the Chief Compliance Officer and the SVP Quality Assurance and Regulatory Assurance also attended by invitation. Our programme of work in 2014 included the following:

February

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ACCOUNTABILITY

July (in Hull, UK)

Noted that   Reviewed various quality metrics including the SECresults of inspections by the FDA and DOJ had confirmedNotified Bodies, progress on handling complaints and in preparing for the terminationMDR.

–   Reviewed the progress being made to address findings identified by the Internal Audit function.

–   Received an update regarding the Company’s readiness for the new EU General Data Protection Regulation (GDPR).

November (in Dubai, UAE)

–   Reviewed various quality metrics including the results of inspections by the FDA and Notified Bodies, progress on handling complaints and preparations for the implementation of the independent monitorship in January 2014 and thatMDR.

–   Reviewed the Company was now subject to self-reporting. Discussed and notedprogress against the requirements2017 Compliance Plan of self-reporting

Noted the ethics and compliance due diligence and integration work being undertaken in respect of recent transactions in India, Turkey and BrazilAction and the Biotherapeutics business

Noted the preparations being madefollow up actions to findings identified in capturing data to be filed under the US Sunshine Actcompliance audits.

At each meeting we noted and considered the Sunshine legislation in other territories.

April

Reviewed the processes in place to ensure oversight over third party sellers

Noted the ethicsactivities of compliance and compliance due diligenceenforcement agencies and integration work being undertaken in respectinvestigation of recent transactions in India, Turkey and Brazil and ArthroCare

Noted that the first aggregate payment report under the US Sunshine Act had been filed in March 2014 and considered the Sunshine legislation in other territories.

July

Noted that the Company’s first self-reporting report would be filed with the SEC and DOJ in July 2014.

October

Reviewed the results of 2014 ethics survey

Noted the data recently published under the US Sunshine Act in respect of both the Company and its competitors

Receivedpossible improprieties. At every meeting a report fromon the SVP Quality Assurance and Regulatory Assurance (QARA) function was provided along with updates of product complaint trends regularly discussed in 2017. We also reviewed a report on the activities of the QARA function, reviewing the quality and regulatory challenges faced across the Company and initiatives to address them.

At each meeting we noted and considered the activities of enforcement agencies and investigation of possible improprieties. We also reviewed a report on the activities of the Group Ethics & Compliance Committee and reviewed the progress of the Global Compliance Programme.

Since the year end, we have also reviewed the work of the Group Ethics & Compliance Committee meeting held in November 2014, considered the compliance implications of recent acquisitions and continued our oversight of the Quality Assurance and Regulatory Assurance function.

Employee Compliance Programme

New employees are trained on our Code of Conduct, which sets out the basic legal and ethical principles for conducting business. A copy of the Code of Conduct can be found on our website at www.smith-nephew.com

Further support is provided through a comprehensive set of tools and resources located on our global intranet platform. These tools and resources are regularly updated.

The Code of Conduct includes our whistle-blower policy, which enables employees and members of the public to contact us anonymously through an independent provider (where allowed by local law). Individuals can also report any concern to their direct manager or a manager in Compliance, Legal or Human Resources. All calls and contacts are investigated and the appropriate action taken, including reports for senior management or the Board, where warranted. As stated in the Code of Conduct, we also enforce our non-retaliation policy with respect to anyone who makes a report in good faith. The Ethics & Compliance Committee is advised of any potentially significant improprieties from time to time, and the Company’s response.

In 2014, we continued to work to enhance the employee compliance training programme. New employees receive training on our Code of Conduct (‘Code’), and we assign annual compliance training to employees. In 2014, we updated our Code training. The new module is more interactive, role-based and allows individuals to apply the Code in different scenarios.

We also developed and piloted a face-to-face course for new managers, supplementing the on-line manager certification training. In 2015, all new managers will be required to complete both the on-line and the face-to-face course.

LOGO

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Accountabilitycontinued

Compliance Programme for Third Parties

We continually review our compliance programme with third party sellers (such as distributors and sales agents), particularly in higher risk markets. This programme includes due diligence, contracts with compliance terms and compliance training. To increase oversight, we have augmented monitoring and auditing programmes in 2014.

We expanded our oversight of third party sellers with site assessments to check compliance controls and monitoring visits to review books and records.

We have continued to strengthen controls over other third parties engaged by us to provide services other than selling our products, such as customs, registration and travel agents. In 2014, we focused on potentially higher risk third parties. We have established a policy and process requiring that managers prioritise our oversight of third parties and take appropriate steps, including performing a risk assessment, conducting due diligence and assigning training, based on third party type and risk profile.

Compliance implications around acquisitions

In both 2013 and 2014, there has been increased strategic acquisition activity across the Group. In all cases, we undertake comprehensive due diligence evaluation prior to acquisition and implement compliance integration plans from the point of executing the acquisition. This is to ensure that new businesses are integrated into the Smith & Nephew compliance culture as soon and consistently as possible and that all new employees are immediately made aware of how we do things at Smith & Nephew.

Oversight of Quality Assurance and Regulatory Assurance Function

During the course of 2014, it was agreed that primary oversight of the Quality Assurance and Regulatory Assurance Function (QARA) would move from the Audit Committee to theGroup’s Ethics & Compliance Committee. Committee and reviewed the progress of the Global Compliance Programme.

OVERSIGHT OF QUALITY & REGULATORY

Product safety is at the heart of our business and regulatorybusiness. Regulatory authorities across the world enforce a complex series of laws and regulations that govern the design, development, approval, manufacture, labelling, marketing and sale of healthcare products, including reviewproducts. During the year, we oversaw the quality and regulatory activities of the safetyour business. At each meeting, we received a report on quality and efficacy of such products. Jerry Porreca,regulatory matters from the SVP Quality Assurance and Regulatory Assurance presented to the Ethics & Compliance Committee in October 2014, explaining the new structure of the QARA function and the current focuses and initiatives being addressedPresident of Global Operations.

We reviewed the results of inspections carried out by the function. The QARA function is built on four pillars – quality assurance, regulatory affairs, customer complaintsFDA and quality systemsother regulators and regulatory compliance.

Going forward,monitored the Ethics & Compliance Committee will monitorprogress of improvements following some of these inspections, using a dashboard, which highlighted progress being made. We also monitored the work being undertaken to help our manufacturing sites to prepare for future inspections.

We requested an in-depth report from management into our complaint handling process. This report explained our approach to complaint handling including, how we categorised different complaints, how we trained our staff to recognise and escalate complaints received by the business appropriately, and our planned and ongoing process enhancements.

We reviewed the results of the QARA function on a quarterly basis, approve the QARA annual programme of work, as outlined in their 3-Year QARA Plan, consider any quality or regulatory issues that ariseaudits undertaken during the year, approved follow up actions and approve any appropriate remedial action.monitored progress made to address these actions.

OVERSIGHT OF ETHICS & COMPLIANCE

Yours sincerely,‘Doing the right thing’ is part of our licence to operate. Business practices in the healthcare industry are subject to increasing scrutiny by government authorities in many countries. During the year, we oversaw the ethics and compliance activities of our business. At each meeting we received a report on ethics and compliance matters from the Chief Compliance Officer and a legal update on these matters from the Chief Legal Officer.

We regularly review our compliance programme as it relates to healthcare professionals and third party sellers (such as distributors and sales agents), particularly in higher risk markets. For healthcare professionals, this includes policies, training and certification, as well as pre-approval of consulting services and grants and fellowships. For third parties, our programme includes due diligence, contracts with compliance terms, compliance training and certification, and site assessments to check compliance controls and monitoring visits to review books and records.

LOGOWe ensure that comprehensive due diligence is carried out prior to an acquisition and we ensure that following acquisitions new businesses are integrated rapidly into the Smith & Nephew compliance programme. During the year, we received a report from management on the ethics and compliance lessons learned from our mergers and acquisitions process over the last five years.

We oversee the employee compliance training programme, ensuring that all new employees are trained on our Code of Conduct, which sets out our basic legal and ethical principles for conducting business. We are updated on significant calls made to our whistle-blower line, which enables employees and members of the public to contact us anonymously through an independent provider (where allowed by local law) and are updated on allegations of potentially significant improprieties and the Company’s response.

Picture 283

Michael A. Friedman

Chairman of the Ethics & Compliance Committee

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Audit Committee Report

 

Picture 99

 

LOGO  

AUDIT COMMITTEE

Picture 54

Membership

Member since

Meetings attended

Robin Freestone (Chairman)1,2

September 2015

7/7

Ian Barlow1,2

May 2010

7/7

Erik Engstrom3

January 2015

6/7

Brian Larcombe4

January 2003

3/3

Marc Owen5

October 2017

2/2

Joseph Papa6

February 2011

7/7

 

Dear Shareholder

I am pleased to present our Report on the role and activities of the Audit Committee in 2014.

Current Members in 2014

 

Role of the Audit Committee

Our work falls into the following five areas:

Financial Reporting

–  Reviewing significant financial reporting judgments and accounting policies and compliance with accounting standards

–  Ensuring the integrity of the financial statements and their compliance with UK and US statutory requirements

–  Ensuring the Annual Report and Accounts are fair, balanced and understandable and recommending their adoption by the Board

–  Monitoring announcements relating to the Group’s financial performance.

Internal Controls and Risk Management

–  Monitoring the effectiveness of internal controls and compliance with the UK Corporate Governance Code 2012 and the Sarbanes Oxley Act, specifically sections 302 and 404

–  Reviewing the operation of the Group’s risk management processes and the control environment over financial risks.

Fraud and Whistle-blowing

–  Receiving reports on the processes in place to prevent fraud and to enable whistle-blowing

–  If required, receiving reports of fraud incidents.

Internal Audit

–  Agreeing internal audit plans and reviewing reports of internal audit work

–  Monitoring the effectiveness of the internal audit function.

External Audit

–  Overseeing the Board’s relationship with the external auditor

–  Monitoring and reviewing the independence and performance of the external auditor and evaluating their effectiveness

–  Making recommendations to the Board for the appointment or re-appointment of the external auditor.

The terms of reference of the Audit Committee describe our role and responsibilities more fully and can be found on our website at www.smith-nephew.com

Ian BarlowCommittee Chairman and designated financial expert
Erik Engstrom
(from 1 January 2015)
Independent Non-executive Director
Brian LarcombeSenior Independent Non-executive Director
Joseph PapaIndependent Non-executive Director

 

1   Richard De Schutter left the Committee on 10 April 2014 on his retirement from the Board.

Key activities

–  Undertake independent assessment of the financial affairs of the Company.

–  Oversee system of control and risk management throughout the Group.

–  Undertake detailed work to support the Board’s approval of the financial results.

2015 focus

–  Consideration of how to address the requirement to publish a Viability Statement in the 2015 Annual Report and more detailed risk management reporting.

–  Monitor the roll-out of enhanced consistently applied financial controls across the Group.

LOGO

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Accountabilitycontinued

Activities of the Audit Committee in 2014 and since the year end

In 2014, we held five physical meetings and three meetings by telephone. Each meetingRobin Freestone was attended by all members of the Committee. The Chief Executive Officer, the Chief Financial Officer, the Head of Internal Audit (following her appointment in May 2014), the external auditor and key members of the finance function, the Company Secretary and Deputy Company Secretary also attended by invitation. We also met regularly with the external auditor without management present. Our programme of work in 2014 was as follows:

MonthActivity

Early February

(Approval of Preliminary

Announcement)

Reviewed the results for the full year 2013 and the preliminary announcement and recommend them for adoption by the Board
Reviewed the effectiveness of financial controls and of the risk management process and concluded they were operating effectively
Received the Internal Audit Report and approved the Internal Audit work programme for 2014
Received the Quality Assurance Report and approved the Quality Assurance work programme for 2014
Received the fraud report and reviewed whistle-blowing procedures
Approved external audit fees and the policy for pre-approval of EY non-audit tax fees and noted consulting fees paid to other major audit firms

Late February

(by telephone) (Approval of Financial Statements)

Reviewed and approved the Annual Report and Accounts for 2013, having considered whether they were fair balanced and understandable, and recommended them for adoption by the Board
Considered the effectiveness of the external auditor and concluded that their work had been effective
Agreed to put the audit out to tender for the financial year 2015

Early April

(Presentations from

prospective audit firms)

Confirmed the detailed plan for the audit tender and appointed the Audit Tender Steering Committee
Received a presentation from the three audit firms planning to participate in our audit tender process

Late April

(by telephone) (Approval of Q1 results)

Reviewed the results for the first quarter 2014 and approved the Q1 announcement

Early July

(by telephone)

(Appointment of

new Auditors)

Considered and approved the recommendation of the Audit Tender Steering Committee to appoint KPMG LLP as the Company auditors for the year ending 31 December 2015
Late JulyReviewed the results for the first half 2014 and approved the H1 announcement
(Approval of H1 results)Reviewed the Progress Report from Internal Audit which included an update on the status of the 2014 Internal Audit plan
Received the fraud report and reviewed whistle-blowing procedures
Reviewed and discussed the due diligence process for acquisitions, noting improvements made to this process in the past year
Reviewed and approved the external Auditor’s Audit Plan for 2014
OctoberReviewed the results for the third quarter 2014 and approved the Q3 announcement
(Approval of Q3 Results)Approved the terms of the engagement letter of EY as Auditors for the financial year 2014
Reviewed the Progress Report from Internal Audit, the status of the 2014 Internal Audit plan and two internal audit reports.
Approved the Group Risk management programme conducted in 2014
Considered and discussed the updated UK Corporate Governance Code issued by the Financial Reporting Council
Considered and discussed the Financial Reporting Council’s Audit Quality Thematic Review - Fraud risks and laws and regulations.
Received the fraud report and reviewed whistle-blowing processes
Noted the progress of the European IT SAP implementation project
Reviewed the inspection reports on EY from the Financial Reporting Council (UK) and the Public Company Accounting Oversight Board (US)
Reviewed and discussed the roll-out of the Minimum Acceptable Practices for Finance and other control focussed initiatives
DecemberReviewed and updated the terms of reference of the Audit Committee
(Review of FunctionalConsidered and approved critical accounting policies and judgments in advance of the 2014 year end
Reports)Considered and approved the external audit plan for 2015
Reviewed and approved the layout and design of the Annual Report 2014
Received and discussed a report on the Finance transformation project and reports from the Head of Taxation, the Group Treasurer and the Chief Information Officer on Disaster Recovery and IT risk. These reports focused on the respective controls and risks within each function

During the year, we also approved our Policy on the use of Conflict Minerals by written resolution.

Since the year end, we have also reviewed the Annual Report and Accounts for 2014 and have concluded that taken as a whole, they are fair balanced and understandable and have advised the full Board accordingly. In coming to this conclusion, we have considered the description of the Group’s strategy and key risks, the key elements of the business model, which is set out on page 12, and the key performance indicators and their link to the strategy.

76Smith & Nephew Annual report 2014


Significant matters related to the financial statements

We considered the following key areas of judgement in relation to the 2014 accounts and at each reporting quarter end, which we discussed in all cases with management and the external auditor:

Area of judgementOur action
Valuation of inventories
A feature of the orthopaedic business model (whose finished goods inventory makes up 81% of the Group total finished goods inventory) is the high level of product inventory required, some of which is located at customer premises and is available for customers’ immediate use. Complete sets of product, including large and small sizes have to be made available in this way. These sizes are used less frequently than standard sizes and towards the end of the product life cycle are inevitably in excess of requirements. Adjustments to carrying value are therefore required to be made to orthopaedic inventory to anticipate this situation.At each quarter end, we received reports from and discussed with management the level of provisioning and material areas at risk. The provisioning level was 21.5% at 31 December 2014 (26.0% as at 31 December 2013). We concluded that the proposed levels were appropriate.
Liability provisioning
The recognition of provisions for legal disputes is subject to a significant degree of estimation. Provision is made for loss contingencies when it is considered probable that an adverse outcome will occur and the amount of the loss can be reasonably estimated. In making its estimates, management takes into account the advice of internal and external legal counsel. Provisions are reviewed regularly and amounts updated where necessary to reflect developments in the disputes. The ultimate liability may differ from the amount provided depending on the outcome of court proceedings or settlement negotiations or if new facts come to light. The level of provisioning for contingent and other liabilities is an issue where management and legal judgements are important.As members of the Board, we receive regular updates from the Chief Legal Officer. These updates form the basis for the level of provisioning. These judgements have not moved materially during the year, with some cases having been resolved, and we have determined that the proposed levels at year end of $74 million in 2014 ($86 million in 2013) were appropriate in the circumstances.
Impairment
In carrying out impairment reviews of goodwill, intangible assets and property, plant and equipment, a number of significant assumptions have to be made when preparing cash flow projections. These include the future rate of market growth, discount rates, the market demand for the products acquired, the future profitability of acquired businesses or products, levels of reimbursement and success in obtaining regulatory approvals. If actual results should differ or changes in expectations arise, impairment charges may be required which would adversely impact operating results.We reviewed management’s reports on the key assumptions with respect to goodwill, acquisition intangible assets and investments in associates – particularly the forecast future cash flows and discount rates used to make these calculations. We have also considered the disclosure surrounding these reviews, and concluded that the review and disclosure were appropriate.
Taxation
Provisioning for potential current tax liabilities and the level of deferred tax asset recognition in relation to accumulated tax losses are underpinned by a range of judgments about the future statutory profitability of constituent entities of the Group.We annually review our processes and approve the principles for management of tax risks. We review quarterly reports from management evaluating existing risks and tax provisions, concluding that the levels of provisions was appropriate.
Business combinations
The Group has identified ‘growth through acquisitions’ as one of its Strategic Priorities. During 2014, we acquired ArthroCare Corporation; the determination of the balance sheet fair value acquired is dependent upon understanding the circumstances at acquisition and estimates of the future results of the acquired business and management judgement is a factor in making these determinations.

For completed acquisitions, we received a report from management setting out the significant assets and liabilities acquired, details of the provisional fair value adjustments applied, an analysis of the intangible assets acquired, the assumptions behind the valuation of these acquired intangible assets and the proposed useful economic life of each intangible asset class. For material acquisitions, management engage third party specialists to perform a detailed analysis, summaries of which are included in management reports. We reviewed, discussed and approved these reports.

We note that within the External Audit report there is a principal risk associated with the timing of revenue recognition and measurement of related reserves as required by auditing standards. We have considered this and have concluded that we have appropriate procedures and controls in place not to include this as a significant area of judgement.

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External Auditor

Independence of External Auditors

The independence of our external auditors is critical for the integrity of the audit. Our Auditor Independence Policy, which ensures that this independence is maintained, is available on the Company’s website. We believe that the implementation of this policy helps ensure that auditor objectivity and independence is safeguarded. The policy governs our approach when we require our external auditor to carry our non-audit services, and all such services are strictly governed by this policy. During 2014, fees paid to Ernst & Young LLP, our external auditor, for non-audit work totalled $1.8 million, representing 35% of total audit fees. Full details are shown in Note 3.2 of the Notes to the Group accounts. During 2014, fees paid to KPMG LLP, who will be appointed as our external auditors at the Annual General Meeting, amounted to $3.9 million. The provision of non-audit services by KPMG will be subject to our Auditor Independence Policy and the level of these services will be monitored closely. It is not expected that the level of non-audit services provided by KPMG will be as high in 2015.

The Auditor Independence Policy also governs the policy regarding audit partner rotation. In 2014, Les Clifford who had been our audit partner for five years was replaced by Michael Rudberg.

Effectiveness of External Auditors

Although EY will cease to be the Company’s external auditors at the Annual General Meeting, we felt that it would still be useful to carry out a review of the effectiveness of the external audit process and the quality of the audit, as the findings could be of use to KPMG, the incoming external auditor. We therefore conducted a review into the effectiveness of the external audit as part of the 2014 year-end process, in line with previous years. We sought the views of key members of the finance management team, considered the feedback from this process and shared it with management, EY and KPMG.

During the year, we also considered the inspection reports from the Audit Oversight Boards in the UK and US and determined that we were satisfied with the audit quality provided by EY.

The Audit Quality Review Team of the Financial Reporting Council in the UK reviewed the 2013 audit EY performed of the Company. We have discussed the results of this inspection with EY and are satisfied that the points raised by the review have been appropriately addressed in the 2014 audit.

Overall therefore, we concluded that EY had carried out their audit for 2014 effectively.

Appointment of External Auditors at Annual General Meeting

Ernst & Young LLP will be retiring as the Company’s external auditor at the Annual General Meeting. The reports of Ernst & Young LLP on the Company’s financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audits of the Company’s financial statements for each of the two fiscal years ended 2013 and 2014, and in the subsequent interim period to 23 February 2015, there were no disagreements with Ernst & Young LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make reference to the matter in their report.

Resolutions will be put to the Annual General Meeting to be held on 9 April 2015 proposing the appointment of KPMG LLP as the Company’s Auditors and authorising the Board to determine their remuneration, on the recommendation of the Audit Committee.

Disclosure of Information to the Auditors

In accordance with Section 418 of the Companies Act 2006, the Directors serving at the time of approving the Directors’ Report confirm that, to the best of their knowledge and belief, there is no relevant audit

information of which the Auditor, Ernst & Young LLP, are unaware and the Directors also confirm that they have taken reasonable steps to be aware of any relevant audit information and, accordingly, to establish that the Auditor is aware of such information.

Audit and Professional Fees paid to the Auditor

Fees for professional services provided by Ernst & Young LLP, the Group’s independent auditor in each of the last two fiscal years, in each of the following categories were:

  2014 2013  
  $ million $ million  
Audit 3 3  
Audit-related fees  –  
Tax 2 3  
Other  –  
Total 5 6  

Internal Audit

Our Internal Audit function reports directly to the Audit Committee and is headed by Jenny Morgan, Senior Vice President Internal Audit, whom we appointed in May 2014. She has subsequently restructured her team to meet the requirements of the evolving nature of our business, particularly in Emerging Markets and new acquisitions.

The internal Audit function carries out work in the following three areas:

Financial systems and processes;

Systems that ensure compliance with our Code of Conduct, regulation and laws; and

Quality management systems in our manufacturing activities.

In all three areas, they act as a third line of defence behind operational management’s front line and the Company’s internal assurance activities within Group Finance Compliance and Quality Assurance. During the year, they completed 26 reviews across the business. The Audit Committee receives a quarterly report of the activities of the Internal Audit function and reviews the results of the Internal Audit reports, looking in detail at any reports with unsatisfactory ratings. We also receive a quarterly report detailing any unremediated and overdue control recommendations and oversee the effective and timely remediation of any recommendations.

Specific activities of the Internal Audit function in 2014 were the review of the design of the post-deal acquisition review process and the calculation of the benefits and costs associated with the Group Optimisation programme. In addition site specific audits were conducted of the China commercial business and the new acquisitions in Turkey and India to ensure that integration efforts were in line with approved plans.

In 2015, we will continue to monitor Internal Audit’s scope of work and operational methods to ensure that it continues to play a full role in providing assurance over the Group’s identification and management of risk and its associated controls.

During 2014, KPMG carried out an external review into the effectiveness of the Internal Audit function. The review made a number of recommendations regarding the role and remit of internal audit, the resourcing of the function and the development of integrated working with other functions to provide a more holisitc approach to risk and assurance across the Group. These recommendations were accepted and are being implemented.

Since this review, the Internal Audit function has been strengthened by the appointment of Jenny Morgan, the new Senior Vice President Internal Audit who has in turn restructured the function as detailed above.

78Smith & Nephew Annual report 2014


Tender of External Audit Services

EY and their predecessor firms have been the Company’s auditors since the Company listed in 1937. We have been very satisfied with the effectiveness of the external audit process and the quality of the audit and have undertaken a number of measures to ensure that the external auditor has continued to maintain its independence. However, in common with a number of other companies, as we explained in our Audit Committee Report last year, we recognised in 2014, that it was the right time to put the external audit out to tender.

During the early summer of 2014, I led a process to select a new external auditor for the year ending 31 December 2015. I worked with the Group’s procurement function and established a Steering Committee comprising myself, Brian Larcombe, member of the Audit Committee and Senior Independent Director, Julie Brown, the Chief Financial Officer, Susan Swabey, the Company Secretary and Dan Baker, Senior Vice President Group Finance. Given the size, complexity and geographical scope of the business, we invited Deloitte, KPMG and PwC to take part in the tender for carrying out our external audit. In addition, in light of the emerging rules from Europe, we reached mutual agreement with EY that they would not take part in the tender process.

    identification, audit approach to risks audit scope. These written tenders also included the proposed audit fee, as we believed that as well as ensuring the quality of the audit, we also needed to have regard to the sensible containment of costs.

5. Early July – In the week leading up to the presentation, each audit firm was asked to prepare a response to an audit query, the same query for each firm, to simulate real life working and allow the Steering Committee to assess how well they responded to a request at short notice and how they interacted with the Committee on a technical issue.

6. Early July – Each firm was asked to make a presentation to the Steering Committee explaining why we should select them as our external auditors.

7. Early July – Following the presentations and further discussions, the Audit Committee met and considered the recommendation of the Steering Committee and agreed to appoint KPMG LLP as our external auditors for the 2015 financial year. A resolution to this effect will be submitted to shareholders for approval at the Annual General Meeting.

Prior to the commencement of the tender process, each firm was invited to make a presentation to the early April Audit Committee meeting on a project on which they had recently been working with the Company. This was to ensure that each firm had sufficient exposure to the Audit Committee prior to the financial tender.

We were conscious that the audit tender process is time and resource consuming, both for the firms involved and for the Company, and were therefore determined to have a concise yet thorough process, ensuring equivalent access to management for each firm. We undertook the following process over just six weeks:

1. Late May – Issued the request for tender.

Throughout the process, we were mindful of the need to preserve the independence of the external audit. As part of the tender, each firm was required to disclose all existing relationships with the Company and explain their proposals for ensuring that these relationships would not cause any conflict of interest after 1 January 2015. Given that up until 2008, I was Senior Partner in London with KPMG, we were aware that there might be some concerns about my independence. In order to address this, our Chairman Roberto Quarta joined the Steering Committee for the final stage of presentations to ensure impartiality was maintained. We also noted that other senior members of the finance team had recently joined the Company from other tendering firms.

2. Late May – Participating firms attended a joint workshop over a period of two days. This included a group meeting with all firms with a series of presentations from key members of management, explaining their key expectations from the external audit process, as well as a series of individual meetings with management.

3. Late May – Each firm was granted access to key senior members of management in a structured programme following the workshop, and then given access to senior managers and finance staff throughout the Group to help them understand the business further.

4. End June – Each firm submitted their written tender document covering predetermined areas of focus, including risk

We chose KPMG to be our external auditors as we felt that they had demonstrated that they understood our business and risks well and could work both constructively and in a challenging manner with our management and provide the Audit Committee with the assurances we would need to fulfil our role.

The audit of the 2014 Annual Report and Accounts will therefore be the last external audit to be conducted by EY. I should therefore like to record my thanks to EY and their partners and staff for their many years of excellent service to the shareholders of Smith & Nephew. As Chairman of the Audit Committee on 1 March 2017, succeeding Ian Barlow, who remained as a member of the Committee and became the Senior Independent Director with effect from 6 April 2017.

2   Designated financial experts under the SEC Regulations or recent and relevant financial experience under the UK Corporate Governance Code.

3   Erik Engstrom missed one Audit Committee meeting in Hull, which clashed with a RELX board meeting for which he is the past five years, I have enjoyed working with themChief Executive Officer.

4   Brian Larcombe retired from the Board and have valuedAudit Committee at the insightsAnnual General Meeting on 6 April 2017.

5   Marc Owen was appointed to the Board and professionalism they have brought to the Audit Committee meetings.with effect from 1 October 2017.

Risk Management and Internal Control

On behalf of the Board, we reviewed the system of internal financial control and satisfied ourselves that we are meeting required standards both for the year ended 31 December 2014 and up to the date of approval of this Annual Report. No concerns were raised with us in 2014 about possible improprieties in matters of financial reporting.

In coming to this conclusion:

We received regular reports

6   Joseph Papa will retire from the InternalBoard and the Audit and Group Finance functionsCommittee at the Annual General Meeting to be held on their findings from12 April 2018.

7   Roland Diggelmann will join the reviews undertaken throughoutAudit Committee on 1 March 2018.

2018 focus

–  To provide assurance over the year, both from an internal audit perspective and also with regardnext phase of the Group’s NAPO system (our SAP Enterprise Resource Planning (ERP) implementation in North America).

–  To extend the breadth of the assurance activities to compliance withinclude other risk areas such as product risk linking into the Sarbanes-Oxley Act.

Group’s top risk items.

We requested and reviewed a report mapping Group level risks and related control assurance.

We requested various reports from management relating to specific  Monitoring the progress made on cyber security, one of our principal risks identified throughin 2017.

–  To provide assurance over the risk management process. Our Risk Management Framework is underpinned by BusinessAccelerating Performance and Functional Risk Registers that highlightExecution (APEX) programme, which will streamline manufacturing, warehouse and distribution, use systems to provide general administration more efficiently and increase sales force effectiveness whilst maintaining customer focus.

DEAR SHAREHOLDER,

I’m pleased to write to you for the risks identified and the probability and impactfirst time as your new Chairman of risk to the Group, as well as mitigation plans. The most significant of these risks are considered by the Group Risk Committee for inclusion on a Group Risk Register. The effectiveness of the framework is reviewed annually by Internal Audit and by the Audit Committee. In 2014,I must take this opportunity to thank Ian Barlow for his excellent chairmanship over the past seven years and wish him well in his new role as Senior Independent Director, whilst retaining his invaluable experience and expertise as he remains a member of the Audit Committee. I’d also like to thank Brian Larcombe, who stepped down on 6 April 2017, for his many years of wise counsel on this Committee.

Your Audit Committee concludedhas had another busy year, meeting seven times. Of course, the usual matters we expect to cover every year were dealt with, but as with all years there were other matters as well. Indeed there have been a number of personnel changes directly or indirectly affecting the Committee this year which I should reference:

We welcomed Graham Baker as our new Chief Financial Officer, with effect from 1 March 2017. Graham’s profile can be read in the section about Directors on page 50 and he is an excellent appointment to the Board, including strong executive oversight of the Company’s controls framework.

Marc Owen has also joined the Audit Committee. His background in healthcare, based in the US and European markets, provides the experience which will be missed by the anticipated retirement of Joe Papa in 2018. I’d like to welcome Marc to the Committee and look forward to working with him.

We welcomed Steve Humphries, our new SVP Internal Audit. Steve comes from a rich industry background. He was previously Chief Internal Auditor for SABMiller plc, another manufacturing firm, and brings strong insight. He has previously held positions at Wolseley plc, Avery Dennison Inc. and Néstle UK Ltd.

Finally, we welcomed our new Chief Information Officer, Chris Bayley, who has a strong background in cyber security from TUI plc. The work he has commenced has given the Committee the opportunity to review and challenge the IT architecture in the Company and its future-proofing to the ever present threat of cyber attack.

Moving onto our auditor, KPMG. They have completed their third year’s audit and continue to provide robust challenge and suggest areas of improvement within our internal control framework. We have negotiated fees that will continue to be reviewed for good market practice. KPMG and the framework was effective.

SVP Internal Audit’s team continued to highlight areas where improvements are required. Further detail of the work undertaken can be found in the report below.


LOGO

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Evaluation of Internal Controls

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Picture 100

The main non-routine matters we dealt with during the year were:

–  Monitoring the improvements made in our risk management; led by Susan Swabey, Company Secretary, who is responsible for our risk management assessment. Susan has worked closely with our Senior Director of Internal Audit to develop our processes for risk management, our approach to risk appetite and improving alignment between the Board’s assessment of risk and the underlying risk registers generated by management. This work accelerated in 2017 with deep dives to examine risk through the lens of our products and also considering risks from a cross-functional perspective.

–  Monitoring the Company’s Minimum Acceptable Practices (MAPs) for internal controls. We have set a goal of 97% compliance with these practices (currently 95% as self-assessed by management) and expect this to be achieved during 2018.

–  Updates from our SVP Treasury, Tax and Finance Operations Functions. The SVP Tax reported on US tax reform.

–  Monitoring the Finance Transformation project, which is planned to deliver significant cost savings and improvements to internal control and update on the service provided by our outsourced finance facility.

–  Monitoring the progress of the implementation of our NAPO system (our SAP ERP implementation in North America).

–  Assessing new accounting standards IFRS 9, 15 and 16.

–  Update from Smith & Nephew’s Chief Information Officer including cyber risk, IT risk as a whole and incident management reporting.

C:\Users\kdefran\Documents\My Received Files\Robin Freestone p128.jpg

Robin Freestone

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a–15 (f) and 15d–15(f) under the US Securities Exchange Act of 1934.

There is an established system of internal control throughout the Group and our Divisions. The main elements of the internal control framework are:

The management of each Division is responsible for the establishment and review of effective financial controls within their Division.

The Group Finance manual sets out, amongst other things, financial and accounting policies and minimum internal financial control standards.

The Internal Audit function agrees an annual work plan and scope of work with the Audit Committee.

The Audit Committee reviewed reports from Internal Audit on their findings on internal financial controls.

The Audit Committee reviews the Group whistle-blower procedures.

The Audit Committee reviews regular reports from the Senior Vice President, Group Finance and the heads of the Financial Controls and Compliance, Taxation and Treasury functions.

This system of internal control has been designed to manage rather than eliminate material risks to the achievement of our strategic and business objectives and can provide only reasonable, and not absolute, assurance against material misstatement or loss. Because of inherent limitation, our internal controls over financial reporting may not prevent or detect all misstatements. In addition, our projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The system of internal control is not applied to the entities in which the Group does not hold a controlling interest. This process complies with the Financial Reporting Council’s ‘Internal Control: Revised Guidance for Directors on the Combined Code’ and additionally contributes to our compliance with the obligations under the Sarbanes-Oxley Act 2002 and other internal assurance activities. Other than the integration of ArthroCare there has been no change in the Group’s internal control over financial reporting during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Group’s internal control over financial reporting.

The Board is responsible overall for reviewing and approving the adequacy and effectiveness of the risk management framework and the system of internal controls over financial, operational including quality management and ethical compliance processes operated by the Group. The Board has delegated responsibility for this review to the Audit Committee. The Audit Committee, through the Internal Audit function, reviews the adequacy and effectiveness of internal control procedures and identifies any weaknesses and ensures these are remediated within agreed timelines. The latest review covered the

financial year to 31 December 2014 and included the period up to the approval of this Annual Report.

The main elements of this annual review are as follows:

The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Group’s disclosure controls and procedures as at 31 December 2014. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded on 23 February 2015 that the disclosure controls were effective as at 31 December 2014.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Management assessed the effectiveness of the Group’s internal control over financial reporting as at 31 December 2014 in accordance with the requirements in the US under s404 of the Sarbanes-Oxley Act. In making that assessment, they used the criteria set forth by the Committee of Sponsoring Organisations of the Treadway Commission in Internal Control-Integrated Framework. Based on their assessment, management concluded and reported that, as at 31 December 2014, the Group’s internal control over financial reporting is effective based on those criteria.

Having received the report from management, the Audit Committee reports to the Board on the effectiveness of controls.

Ernst & Young LLP. An independent registered public accounting firm issued an audit report on the Group’s internal control over financial reporting as at 31 December 2014. This report appears on page 105.

Code of Ethics for Senior Financial Officers

We have adopted a Code of Ethics for Senior Financial Officers, which applies to the Chief Executive Officer, the Chief Financial Officer, the Senior Vice President Group Finance and the Group’s senior financial officers. There have been no waivers to any of the Code’s provisions nor have there been any amendments to the Code during 2013 or up until 23 February 2015. A copy of the Code of Ethics for Senior Financial Officers can be found on our website at www.smith-nephew.com.

In addition every individual in the finance function certifies to the Chief Financial Officer that they have complied with the Finance Code of Conduct.

Evaluation of Effectiveness of the Audit Committee

The effectiveness of the Audit Committee was evaluated as part of the review into the effectiveness of the Board conducted at the end of 2014. The results of this review are described on pages 66 to 67 of this Annual Report.

Yours sincerely,

LOGO

Ian Barlow

Chairman of the Audit Committee

ROLE OF THE AUDIT COMMITTEE

Our work falls into the following six areas:

Financial reporting

–  Reviewing significant financial reporting judgements and accounting policies and compliance with accounting standards.

–  Ensuring the integrity of the financial statements and their compliance with UK and US statutory requirements.

–  Ensuring the Annual Report and Accounts are fair, balanced and understandable and recommending their adoption by the Board.

–  Monitoring announcements relating to the Group’s financial performance.

Internal controls

–  Monitoring the effectiveness of internal controls and compliance with the UK Corporate Governance Code 2016 and the Sarbanes-Oxley Act, specifically sections 302 and 404.

–  Reviewing the operation of the Group’s risk mitigation processes and the control environment over financial risks.

Risk management

–  On behalf of the Board, reviewing and ensuring oversight of the processes by which risks are managed, through regular functional reports and presentations, and reporting any issues arising out of such reviews to the Board.

–  Reviewing the process undertaken and deep-dive work required to complete the Viability Statement and recommending its adoption to the Board.

–  Reviewing the impact of risk management and internal controls and working closely with the Ethics & Compliance Committee.

Fraud and whistle-blowing

–  Receiving reports on the processes in place to prevent fraud and to enable whistle-blowing.

–  If significant, receive and review reports of potential fraud or whistle-blowing incidents.

Internal audit

–  Agreeing Internal Audit plans and reviewing reports of Internal Audit work.

–  Monitoring the effectiveness of the Internal Audit function.

–  Reviewing the control observations made by the Internal Auditor, the adequacy of management’s response to recommendations and the status of any unremediated actions.

External audit

–  Overseeing the Board’s relationship with the external auditor.

–  Monitoring and reviewing the independence and performance of the external auditor and evaluating their effectiveness.

–  Making recommendations to the Board for the appointment or re-appointment of the external auditor.

–  Monitoring and approving the external auditor’s fees.

The terms of reference of the Audit Committee describe our role and responsibilities more fully and can be found on our website, www.smith-nephew.com, where further information can be found for permitted non-audit services.

 

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Picture 101

Dear Shareholder,

ACTIVITIES OF THE AUDIT COMMITTEE IN 2017 AND SINCE THE YEAR END

In 2017, we held five physical meetings and two meetings via voice conference. All except one meeting were attended by all appointed members of the Audit Committee. The Chairman, the Chief Executive Officer, the Chief Financial Officer, the SVP Internal Audit, the external auditor, and key members of the finance function, the Company Secretary and Deputy Company Secretary also attended by invitation. We also met with the external auditor and the SVP Internal Audit without management present. Our programme of work in 2017 was as follows:

Early February

Approval of Preliminary Announcement

–  Reviewed the results for the full year 2016 and the preliminary announcement and recommended them for adoption by the Board.

–  Reviewed a draft of the 2016 Annual Report.

–  Reviewed the effectiveness of financial controls and of the Risk Management process and identified areas for improvement in 2017.

–  Received a progress report from the SVP Internal Audit and approved the Internal Audit Plan for 2017.

–  Received the Quality Assurance Report and approved the Quality Assurance work programme for 2017.

–  Received the Viability Statement and confirmed that the Company is a viable entity for the assessed forthcoming three-year period.

–  Confirmed the independence of KPMG as external auditor.

–  Held a private meeting with external auditor, KPMG.

Late February (via voice conference)

Approval of Financial Statements

–  Reviewed and approved the Annual Report and Accounts for 2016, having agreed that they were fair balanced and understandable, and recommended them for adoption by the Board.

–  Considered the effectiveness and independence of the external auditor and concluded that their work had been effective and independent.

April

–  Reviewed the control themes and observations of the external auditor and concluded that they had met expectations.

–  Received a progress report from the SVP Internal Audit.

–  Approved the Sustainability Report and its verification process.

–  Received a corporate governance update for 2018 corporate reporting.

–  Reviewed the annual report process and recommended improvements for 2017.

–  Risk management update, including heat maps from the Company Secretary and Senior Director of Internal Audit.

–  Held a private meeting with the external auditor, KPMG.

May (via voice conference)

Approval of Q1 Trading Report

–  Reviewed the Q1 2017 Trading Report and approved the Q1 announcement.

–  Approved the Company’s policy and report on Conflict Minerals for submission to the NYSE.

July (in Hull, UK)

Approval of H1 Results

–  Reviewed the results for the first half 2017 and approved the H1 announcement.

–  KPMG reviewed and provided findings on H1 2017.

–  Reviewed and approved the external auditor’s Integrated Audit Plan for 2017.

–  Received a progress report from the SVP Internal Audit.

–  Received a report from the Group Treasurer, including an update on pension matters.

–  Approved the definitions for trading/non-trading for annual reporting purposes.

–  Received an update regarding the implementation of IFRS 9, 15 and 16.

–  Held private meetings with external auditor, KPMG and the SVP Internal Audit.

Early November (in Dubai, UAE)

Approval of Q3 Trading Report

–  Reviewed the Q3 2017 Trading Report and approved the Q3 announcement.

–  Reviewed the progress reports from the external auditor on Q3 2017 and from Internal Audit on their work.

–  Received an update on new reporting, regulatory and governance requirements.

–  Received an update on Sarbanes-Oxley (SOx) and MAPs progress.

–  Received a progress report from the SVP Internal Audit, focusing on fraud.

–  Held a private meeting with the external auditor, KPMG.

Late November

Review of Functional Reports

–  Received a report from the SVP Internal Audit focusing on the 2018 Internal Audit plan.

–  Reviewed and approved the layout and design of the Annual Report 2017.

–  Considered and approved critical accounting policies and judgements in advance of the 2017 year end.

–  Received an update from KPMG on the external audit and preliminary SOx control findings.

–  Received and discussed reports on Tax, Risk Management, Finance Transformation and Cyber Risk.

–  Held private meetings with external auditor, KPMG and the SVP Internal Audit.

Since the year end, we have also reviewed the results for the full year 2017, the preliminary announcement, Annual Report and Accounts for 2017 and have concluded that taken as a whole, they are fair, balanced and understandable and have advised the full Board accordingly. In coming to this conclusion, we have considered the description of the Group’s strategy and key risks, the key elements of the business model, which is set out on pages 8–9, risks and the key performance indicators and their link to the strategy.


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ACCOUNTABILITY

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SIGNIFICANT MATTERS RELATED TO THE FINANCIAL STATEMENTS

We considered the following key areas of judgement in relation to the 2017 accounts and at each half-year and quarterly trading report, which we discussed in all cases with management and the external auditor:

Valuation of inventories

A feature of the Orthopaedic Reconstruction and Trauma & Extremities franchises (whose finished goods inventory makes up approximately 60% of the Group total finished goods inventory) is the high level of product inventory required, some of which is located at customer premises and is available for customers’ immediate use. Complete sets of products, including large and small sizes, have to be made available in this way. These sizes are used less frequently than standard sizes and towards the end of the product life cycle are inevitably in excess of requirements. Adjustments to carrying value are therefore required to be made to orthopaedic inventory to anticipate this situation. These adjustments are calculated in accordance with a formula based on levels of inventory compared with historical usage. This formula is applied on an individual product line basis and is first applied when a product group has been on the market for two years. This method of calculation is considered appropriate based on experience, but it does involve management estimation of customer demand, effectiveness of inventory deployment, length of product lives, phase-out of old products and efficiency of manufacturing planning systems.

Our action

At each quarter end, we received reports from, and discussed with, management the level of provisioning and material areas at risk. The provisioning level was 19% at 31 December 2017 (20% as at 31 December 2016). We challenged the basis of the provisions and concluded that the proposed levels were appropriate and have been consistently estimated.

Liability provisioning

The recognition of provisions for legal disputes is subject to a significant degree of estimation. Provision is made for loss contingencies when it is considered probable that an adverse outcome will occur and the amount of the loss can be reasonably estimated. In making its estimates, management takes into account the advice of internal and external legal counsel and uses third party actuarial modelling where appropriate. Provisions are reviewed regularly and amounts updated where necessary to reflect developments in the disputes. The ultimate liability may differ from the amount provided depending on the outcome of court proceedings and settlement negotiations or if investigations bring to light new facts.

Our action

As members of the Board, we receive regular updates from the Chief Legal Officer. These updates form the basis for the level of provisioning. The Group carries a provision relating to potential liabilities arising on its portfolio of modular metal-on-metal hip products of $157 million as of 31 December 2017. We received detailed reports from management on this position, including the actuarial model used to estimate the provision, and challenged the key assumptions, including the number of claimants and projected value of each settlement. The legal judgements have decreased by $35 million during the year, primarily due to settlements of a number of metal-on-metal matters that were provided for within the actuarially determined provision. There have been some smaller movements from cases having been resolved and some new matters arising. We have determined that the proposed levels of provisioning at year end of $190 million included within ‘provisions’ in Note 17.1 in 2017 ($225 million in 2016) were appropriate in the circumstances.

Impairment

In carrying out impairment reviews of acquisition intangible assets a number of significant assumptions have to be made when preparing cash flow projections. These include the future rate of market growth, discount rates, the market demand for the products acquired, the future profitability of acquired businesses or products, levels of reimbursement and success in obtaining regulatory approvals. If actual results should differ or changes in expectations arise, impairment charges may be required, which would adversely impact operating results.

Our action

We reviewed management’s reports on the key assumptions with respect to acquisition intangible assets – particularly the forecast future cash flows and discount rates used to make these calculations. We noted the reduction in headroom relating to the coblation technology asset acquired with ArthroCare in 2014 and challenged the assumptions used for future revenue growth of products using this technology. We concluded that the carrying value of this asset is appropriately supported by the cash flow projections. We have also considered the disclosure surrounding these reviews, and concluded that the review and disclosure were appropriate.


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Taxation

The Group operates in numerous tax jurisdictions around the world. Although it is Group policy to submit its tax returns to the relevant tax authorities as promptly as possible, at any given time the Group has unagreed years outstanding and is involved in disputes and tax audits. Significant issues may take several years to resolve. In estimating the probability and amount of any tax charge, management takes into account the views of internal and external advisers and updates the amount of provision whenever necessary. The ultimate tax liability may differ from the amount provided depending on interpretations of tax law, settlement negotiations or changes in legislation.

Our action

We annually review our processes and approve the principles for management of tax risks. We review quarterly reports from management evaluating existing risks and tax provisions, which has included a detailed impact assessment of US tax reforms in the year end report from management. Based on a thorough report from management of tax liabilities and our challenge of the basis of any tax provisions recorded, we concluded that the levels of provisions and disclosures were appropriate.

OTHER MATTERS RELATED TO THE FINANCIAL STATEMENTS

As well as the identified significant matters, other matters that the Audit Committee considered during 2017 were:

Business combinations

During 2017, we acquired Rotation Medical, Inc. We received a report from management setting out the significant assets and liabilities acquired, details of the provisional fair value adjustments applied, an analysis of the intangible assets acquired, the assumptions behind the valuation of these acquired intangible assets and the proposed useful economic life of the intangible asset acquired. During 2017, we also considered and concurred with management that there had been no changes to the provisional fair values recognised in the 2016 acquisition of Blue Belt Technologies, Inc.

Post Retirement Benefit Pensions

The Group has post retirement defined benefit pension schemes, which require estimation in setting the assumptions. We received a report from management setting out their proposed assumptions for the UK and US schemes and concurred with management that these assumptions were appropriate.

EXTERNAL AUDITOR

Independence of External Auditor

Following a competitive tender in 2014, KPMG was appointed external auditor of the Company in 2015. We are satisfied that KPMG are fully independent from the Company’s management and free from conflicts of interest. Our Auditor Independence Policy, which ensures that this independence is maintained, is available on the Company’s website.

We believe that the implementation of this policy helps ensure that auditor objectivity and independence is safeguarded. The policy also governs our approach when we require our external auditor to carry out non-audit services, and all such services are strictly governed by this policy.

The Auditor Independence Policy also governs the policy regarding audit partner rotation with the expectation that the audit partner will rotate at least every five years. Stephen Oxley has been in tenure for three years as our Audit Partner. The Audit Committee confirms it has complied with the provision of the Competition and Markets Authority Order.

Effectiveness of external auditor(s)

We conducted a review into the effectiveness of the external audit as part of the 2017 year end process, in line with previous years. We sought the views of key members of the finance management team, considered the feedback from this process and shared it with management.

During the year, we also considered the inspection reports from the Audit Oversight Boards in the UK and US and determined that we were satisfied with the audit quality provided by KPMG.

The Audit Committee regularly receives feedback from KPMG, including at each meeting where management present their summary of critical accounting estimates as at each quarter end.

Overall therefore, we concluded that KPMG had carried out their audit for 2017 effectively.

The Audit Committee continues to review not only the effectiveness of the external auditor, KPMG but also its market competitiveness.

Appointment of External Auditor at Annual General Meeting

Resolutions will be put to the Annual General Meeting to be held on 12 April 2018 proposing the re-appointment of KPMG as the Company’s auditor and authorising the Board to determine its remuneration, on the recommendation of the Audit Committee in accordance with the Competition and Markets Authority (CMA) Order 2014.

Disclosure of Information to the Auditor

In accordance with Section 418 of the Companies Act 2006, the Directors serving at the time of approving the Directors’ Report confirm that, to the best of their knowledge and belief, there is no relevant audit information of which the Auditor, KPMG, is unaware and the Directors also confirm that they have taken reasonable steps to be aware of any relevant audit information and, accordingly, to establish that the Auditor is aware of such information.


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ACCOUNTABILITY

Non-Audit Fees Paid to the Auditor

Non-audit fees are subject to approval in-line with the Auditor Independence Policy which is reviewed annually and forms part  of the terms of reference of the Audit Committee.

The Audit Committee recognise the importance of the independence of the external auditor and ensures that the Auditor’s independence should not be breached. The Audit Committee ensures that the Auditor does not receive a fee from the Company or its subsidiaries that would be deemed large enough to impact its independence or be deemed a contingent fee. The total fees for permitted non-audit services shall be no more than 70% of the average of the fees paid in the last three consecutive financial years for the statutory audits of the Company and its subsidiaries. In light of the Financial Reporting Council’s revised Ethical Standards and SEC Regulations, we have revised our Auditor Independence Policy.

Any pre-approved aggregate, individual amounts up to $25,000 may be authorised by the Senior Vice-President Tax and Senior Vice-President Group Finance respectively and amounts up to $50,000 by the Chief Financial Officer. Any individual amount over $50,000 must be pre-approved by the Chairman of the Audit Committee. If unforeseen additional permitted services are required, or any which exceed the amounts approved, again pre-approval by the Chairman of the Audit Committee is required.

The following reflects the non-audit fees incurred with KPMG in 2017, which were approved by the Chairman of the Audit Committee:

 

    

    

  

2017
$ million

    

2016
$ million

Tax fees and compliance services

 

Assistance with tax compliance in Singapore only.

 

0.1 

 

0.1 

Pension advice

 

Advice on the impact of changes to pension benefits for the UK defined benefit scheme.

 

– 

 

0.5 

Tax compliance services conducted by KPMG in 2017 only took place in countries where it is required by law for the auditor to conduct these services.

The ratio of non-audit fees to audit fees for the year ended 31 December 2016 was 0.15. The ratio of non-audit fees to audit fees for the year ended 31 December 2017 is 0.02.

Full details are shown in Note 3.2 of the Notes to the Group accounts.

Audit Fees paid to the Auditor

Fees for professional services provided by KPMG, the Group’s independent auditor in each of the last two fiscal years, in each of the following categories were:

 

 

 

 

 

 

    

2017
$ million

    

2016
$ million

Audit fees

 

4.4 

 

4.0 

Audit-related fees

 

– 

 

– 

Total

 

4.4 

 

4.0 

INTERNAL AUDIT

The Internal Audit team, which reports functionally to the Audit Committee, carries out risk-based reviews across the Group. These reviews examine the management of risks and controls over financial, operational, IT and transformation programme activities. The audit team, led by the SVP Internal Audit, consists of appropriately qualified and experienced employees. Third parties may be engaged to support audit work as appropriate.

The SVP Internal Audit has direct access to, and has regular meetings with, the Audit Committee Chair and prepares formal reports for Audit Committee meetings on the activities and key findings of the function, together with the status of management’s implementation of recommendations. The Audit Committee has unrestricted access to all internal audit reports, should it wish to review them.

During the year, the team completed over 40 audits and reviews across the Group. These included reviews of: the roll-out of SAP across the North America business; IT operations including cyber status; inventory, financial reporting and credit management processes across multiple markets; Treasury operations; Manufacturing operations in China and Costa Rica; Shared Services operations in China, India and Poland; ERM effectiveness; and readiness for complying with e-commerce with key customers (GS1‑GDSN) and Global Data Protection Requirements (GDPR).

A periodic review of the Internal Audit function is undertaken, most recently in 2014, by an independent external consultant in accordance with the guidelines of the Institute of Internal Auditors. In addition a structured questionnaire was introduced this year, allowing Non-Executive and Executive and senior management, plus the external auditor, to comment on key aspects of the function’s performance. The Audit Committee, which re-approved the function’s charter in November 2017, has satisfied itself that adequate, objective internal audit standards and procedures exist within the Group and that the Internal Audit function is effective.

RISK MANAGEMENT PROGRAMME

Whilst the Board is responsible for ensuring oversight of strategic risks relating to the Company, determining an appropriate level of risk appetite, and monitoring risks through a range of Board and Board Committee processes, the Audit Committee is responsible for ensuring oversight of the processes by which operational risks, relating to the Company and its operations are managed and for reviewing financial risks and the operating effectiveness of the Group’s Risk Management process.

During the year, we reviewed our Risk Management processes and progress was discussed at our meetings in February, April and November. We approved the Risk Management Programme for 2017 and monitored performance against that plan specifically reviewing the work undertaken by the risk champions across the Group, identifying the risks which could impact their areas of our business.

During May and June, a new risk management policy and manual was rolled out with one-to-one training provided to risk champions. From May 2017, this allowed risk reporting to commence in-line with the strategy of a bottom up approach. This was revisited again in November. The Enterprise Risk Management (ERM) approach commenced and included interviewing individual members of senior management and the Board throughout Q3 2017, to discuss principal risks and concerns they had. These interviews were also used to understand the individual Board members’ risk tolerance.


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Later in July, the ERM structure was aligned with that of the Internal Audit function to assess the mitigating actions in place for our key products.

In November, it was reported that deep dives had concluded for ALLEVYN, Total Knees, Compliance EUCAN (Europe and Canada) and PICO, with key themes noted by the Committee. The 2017 Annual Report disclosure was also discussed.

Since the year end, we have reviewed a report from the SVP Internal Audit into the effectiveness of the Risk Management Programme throughout the year. We considered the principal risks, the actions taken by management to review those risks and the Board risk appetite in respect of each risk.

We concluded that the Risk Management process during 2017 and up to the date of approval of this Annual Report was effective. Work will continue in 2018 and beyond to continue to enhance the process.

See pages 40–49 for further information on our Risk Management Process.

VIABILITY STATEMENT

We also reviewed management’s work in conducting a robust assessment of those risks which would threaten our business model and the future performance or liquidity of the Company, including its resilience to the threats of viability posed by those risks in severe but plausible scenarios. This assessment included stress and sensitivity analyses of these risks to enable us to evaluate the impact of a severe but plausible combination of risks. We then considered whether additional financing would be required in such eventualities. Based on this analysis, we recommended to the Board that it could approve and make the Viability Statement on pages 48-49.

GOING CONCERN

The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the ‘Financial review and principal risks’ section on pages 36–49. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described on pages 38-39.

In addition, the Notes to the Group accounts include the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposure to credit risk and liquidity risk.

The Group has considerable financial resources and its customers and suppliers are diversified across different geographic areas. As a consequence, the Directors believe that the Group is well placed to manage its business risk successfully despite the ongoing uncertain economic outlook.

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis for accounting in preparing the annual financial statements.

Management also believes that the Group has sufficient working capital for its present requirements.

EVALUATION OF INTERNAL CONTROLS

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a–15(f) and 15d–15(f) under the US Securities Exchange Act of 1934.

There is an established system of internal control throughout the Group and our country business units. The main elements of the internal control framework are:

–  The management of each country is responsible for the establishment and review of effective financial controls within their business unit.

–  The Group’s IT organisation is responsible for the establishment of effective IT controls within the core financial systems and underlying IT infrastructure. The responsibility for the review of the effectiveness of such controls is split between the IT organisation and the Financial Controls & Compliance Group.

–  The Group Finance Manual sets out financial and accounting policies. The Group’s Minimum Acceptable Practices (MAPs) have been enhanced by simplifying and clarifying the requirements as well as broadening their scope. The business is required to self-assess their level of compliance with the MAPs twice a year and remediate any gaps. MAPs compliance is validated through spot checks conducted by the Financial Controls and Compliance function and during both Internal Audit and external audit visits.

–  There are clearly defined lines of accountability and delegations of authority.

–  During the year, there has been further progress in standardising and simplifying our core financial controls. In 2018, there will be a focus on standardising the controls globally, merging the core financial controls with the MAPs and evaluating technology solutions to operating and testing controls.

–  The Internal Audit function executes a risk-based annual work plan, as approved by the Audit Committee.

–  The Audit Committee reviews reports from Internal Audit on their findings on internal financial controls, including compliance with MAPs and from the SVP Group Finance and the heads of the Financial Controls and Compliance, Taxation and Treasury functions.

–  The Audit Committee reviews regular reports from the Financial Controls and Compliance function with regard to compliance with the Sarbanes-Oxley Act including the scope and results of management’s testing and progress regarding any remediation, as well as the aggregated results of MAPs self-assessments performed by the business.

–  Business continuity planning, including preventative and contingency measures, back-up capabilities and the purchase of insurance.

–  Risk management policies and procedures including segregation of duties, transaction authorisation, monitoring, financial and managerial review and comprehensive reporting and analysis against approved standards and budgets.

–  A treasury operating framework and Group treasury team, accountable for all treasury activities, which establishes policies and manages liquidity and financial risks, including foreign exchange, interest rate and counterparty exposures. Treasury policies, risk limits and monitoring procedures are reviewed regularly by the Audit Committee on behalf of the Board.

–  Our published Group tax strategy which details our approach to tax risk management and governance, tax compliance, tax planning, the level of tax risk we are prepared to accept and how we deal with tax authorities, which was reviewed by the Audit Committee on behalf of the Board.


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–  The Audit Committee reviews the Group whistle-blower procedures.

–  The Audit Committee received and reviewed a report on the progress of the Finance Transformation during 2017 and the mitigation of the associated risks.

This system of internal control has been designed to manage rather than eliminate material risks to the achievement of our strategic and business objectives and can provide only reasonable, and not absolute, assurance against material misstatement or loss. Because of inherent limitation, our internal controls over financial reporting may not prevent or detect all misstatements. In addition, our projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Entities where the Company does not hold a controlling interest have their own processes of internal controls similar to those of the Company.

We have reviewed the system of internal financial control and satisfied ourselves that we are meeting the required standards both for the year ended 31 December 2017 and up to the date of approval of this Annual Report. No concerns were raised with us in 2017 regarding possible improprieties in matters of financial reporting.

This process complies with the Financial Reporting Council’s ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ on the UK Corporate Governance Code and additionally contributes to our compliance with the obligations under the Sarbanes-Oxley Act and other internal assurance activities.

There has been no change during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Group’s internal control over financial reporting.

The Board focuses onis responsible overall for reviewing and approving the long-term futureadequacy and effectiveness of the Company. risk management framework and the system of internal controls over financial, operational (including quality management and ethical compliance) processes operated by the Group. The Board has delegated responsibility for this review to the Audit Committee. The Audit Committee, through the Internal Audit function, reviews the adequacy and effectiveness of internal control procedures and identifies any weaknesses and ensures these are remediated within agreed timelines. The latest review covered the financial year to 31 December 2017 and included the period up to the approval of this Annual Report.

The main elements of this annual review are as follows:

-

The Chief Executive Officer and the Chief Financial Officer evaluated the effectiveness of the design and operation of the Group’s disclosure controls and procedures as at 31 December 2017. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded on 22 February 2018 that the disclosure controls and procedures were effective as at 31 December 2017.

-

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Management assessed the effectiveness of the Group’s internal control over financial reporting as at 31 December 2017 in accordance with the requirements in the US under section 404 of the Sarbanes-Oxley Act. In making that assessment, they used the criteria set forth by the Committee of Sponsoring Organisations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on their assessment, management concluded and reported that, as at 31 December 2017, the Group’s internal control over financial reporting was effective based on those criteria.

-

Having received the report from management, the Audit Committee reports to the Board on the effectiveness of controls.

-

KPMG, an independent registered public accounting firm issued an audit report on the Group’s internal control over financial reporting as at 31 December 2017.

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

We are deliveringhave adopted a Code of Ethics for Senior Financial Officers, which applies to the Chief Executive Officer, the Chief Financial Officer, the SVP Group Finance and the Group’s senior financial officers. There have been no waivers to any of the Code’s provisions nor have there been any amendments to the Code during 2017 or up until 22 February 2018. A copy of the Code of Ethics for Senior Financial Officers can be found on our strategywebsite at www.smith-nephew.com

In addition, every individual in the finance function certifies to rebalancethe Chief Financial Officer that they have complied with the Finance Code of Conduct.

EVALUATION OF COMPOSITION, PERFORMANCE AND EFFECTIVENESS OF THE AUDIT COMMITTEE

The composition, performance and effectiveness of the Audit Committee was evaluated this year in accordance with the EU Audit Reform. Its effectiveness is also reviewed in conjunction with the annual Board evaluation, which this year was conducted by Ian Barlow, in his first year as Senior Independent Director.

The review by the Audit Committee found the following and the below action will be taken during 2018:

Finding

Action

Composition

The composition of the Audit Committee with at least one financial expert and a mix of UK and global experience in the healthcare sector was deemed appropriate.

None

Performance

The Committee was considered to have performed effectively with an appropriate balance between challenge and constructive support.

None

Effectiveness

The Committee was considered to be effective with a thorough agenda and papers, which were well presented and debated.

None


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DIRECTORS’ REMUNERATION REPORT

REMUNERATION

Picture 109

DEAR SHAREHOLDER,

This will be the final time I write to you as your Chairman of the Smith & Nephew by strengthening our higher growth platforms, which now represent more than halfplc Remuneration Committee. I have been a member of the business, up from just 35% in 2011. In 2014, we undertook a number of important actions to accelerate this transformation:

We drove a much improved performance in US Hip and Knee Implants, and maintained our momentum in Sports Medicine Joint Repair and Trauma & Extremities.

We strengthened our higher growth platforms, acquiring ArthroCare to give us a broader sports medicine portfolio.

We created new growth platforms, the mid-tier portfolio for Emerging markets, and Syncera, as well as delivering double-digit growth from our recent acquisition Advanced Wound Bioactives.

The roleBoard since 2008 and Chairman of the Remuneration Committee is to design a remuneration strategysince April 2011. With that drives performance aligned tolongevity in mind, I will retire as Chairman of the strategic priorities.

Our performance in 2014 reflected the choices we made to continue investing to transform Smith & NephewRemuneration Committee and as a result,Director of the Company at the 2018 Annual General Meeting, where I will not stand for re-election. Much of my time during 2017 has been assisting our Chairman to find my replacement and assisting the new Remuneration Committee Chair in settling into her new role. I am very pleased to introduce Angie Risley to you as our Chairman Elect. Angie has vast experience of Human Resources, including remuneration and importantly was an effective member of the Remuneration Committee in her previous non-executive director roles, most recently as Chairman of the Remuneration Committee at Serco plc. Her experience in a wide variety of different sectors will add real value to what is becoming an expanded role for the Remuneration Committee. Proposed Corporate Governance changes indicate that increased employee engagement and oversight of employee remuneration generally will fall under the remit of the Remuneration Committee.

REVIEW OF 2017 PERFORMANCE

During the year, the Group enters 2015 stronger, more efficient,delivered underlying revenue growth of 3% and set for higher growth. However, these choicesa 20bps improvement in trading profit margin, in-line with guidance. Highlights included strong growth from Knee Implants and in the Emerging Markets. Trading cash flow improved year-on-year, at $940 million, as did impactthe trading profit to cash conversion ratio of 90%. The tax rate on trading results reduced by 670bps to 17.1%, including a benefit from a one-off US tax settlement. Adjusted earnings per share (EPSA) were up 14%. Our Return On Invested Capital also improved, up 280bps to 14.3%.

These non-IFRS financial measures are explained and cashreconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178–181.

As a result of the financial performance in 20142017 and consequentlyover the three-year period ending 31 December 2017, our Executive Directors received the following awards:

 

    

Cash bonus 
(as % of salary)

    

Equity Incentive
Award 
(as % of salary
at date of grant)

    

Performance Share
Award vesting 
(as % of salary
at date of grant)

 

Olivier Bohuon

 

91

%  

50

%  

102.6

%

Graham Baker

 

104

%  

55

%  

N/A

 

The total remuneration paid to Olivier Bohuon and Graham Baker in 2017 is detailed further on page 83. As Graham Baker joined the Company on 1 March 2017, there are no comparative figures for him.

The single total remuneration figure for Mr Bohuon for 2017 increased to $5,032,925 from $3,332,850 in 2016. This was directly related to the stronger Company performance againstin 2017 and in particular above target performance for trading cash flow and trading profit margin, which collectively led to an increase of $616,009 for the financial measuresCash Incentive Plan. Our cumulative free cash flow and Emerging Market results over the three year performance period for our Performance Share Plan also contributed to a total vesting of these awards at 108% of target compared to 16% in 2016.

RETIREMENT OF OLIVIER BOHUON

You will see from the meetings the Remuneration Committee has conducted, 2017 was a busy year relating to Executive Director remuneration. Our Chairman, Roberto Quarta, has already touched on the retirement of Olivier Bohuon as Chief Executive Officer. The Committee has met to approve his retirement arrangements, which are in-line with the Remuneration Policy approved by our shareholders at the 2017 Annual General Meeting.

In summary, Olivier Bohuon will support the transition to the new Chief Executive Officer, when appointed and will continue to receive the same salary and benefits as in 2017. He will participate in the Annual Incentive Plan for the period worked in 2018, but will not receive a 2018 award under the Performance Share Plan. As a good leaver, his Equity Incentive Awards will vest on his leaving date, and his Performance Share Awards will be pro-rated for length of time served since the resulting payouts under thisdate of award and will vest subject to the original performance conditions on their original vesting dates in 2019 and 2020. Additionally, his 2017 award will remain subject to a two-year post vesting holding period.

I’d also like to personally thank Olivier for his leadership and improvements achieved during his tenure, and wish him the best for the future.

2017 ANNUAL GENERAL MEETING (AGM)

We were pleased that following the vote against our Remuneration Report (excluding the policy) in 2016, that both our Remuneration Policy and Remuneration Report received over 98% of votes in favour at the 2017 Smith & Nephew plc AGM. This demonstrates the strong support from our shareholders for our remuneration arrangements. We do not plan are accordingly lower thanto make any changes to our remuneration arrangements in previous years. 2018.

I’d like to thank those shareholders who engaged with us during 2017 and met with Angie Risley. These shareholders covered nearly 15% of our shares. We welcome your feedback on our remuneration policy and arrangements and actively consider your views in our discussions.

LOOKING FORWARD

The Remuneration Committee recognises thatwill continue to be guided by the Executive Directors madeprinciples we have followed in the right decisions for the long-term future of the Company and for the benefit of shareholders, and performed well against their business objectives.past:

In devising our remuneration arrangements, we aim to have a clear line of sight between the performance of the Company and how our Directors and senior executives are paid. We do this by setting the fixed elements of pay, notably base salary and benefits, in line with what our Executive Directors would be paid at another company of a comparable size, complexity and geographical spread. For the variable elements of pay, we select performance–  Performance measures that are linked to one or moreour strategic priorities;

–  Alignment of our Strategic Priorities as detailed on page 13 ofexecutive and shareholder interests; and

–  Simplicity.

We will ensure that pay remains aligned with performance.

We will also continue to monitor external corporate governance developments and respond accordingly, in particular those relating to expanding the Annual Report. These performance measures are summarised on the following page.

Our remuneration arrangements have essentially remained unchanged from last year and we will therefore not be asking shareholders to vote on a new remuneration policy. We have however chosen to replicate the policy you approved last year following the annual report on remuneration for ease of reference.

During the year, Richard De Schutter and Pamela Kirby ceased to be membersremit of the Remuneration Committee on their retirement from the Board. We value the contribution they each made to the worktake greater account of the Committee during the years they served and thank them both for their work.employee voice.

We welcome the opportunity we have had during the year to meet with our investors to discuss our remuneration arrangements and we thank the shareholders who met with us for their valuable contributions and insights into the way we think about remuneration. We were delighted to have received the ICSA Excellence in Governance Award for “Best Remuneration Report” in FTSE 100 in 2014.

Yours sincerely,

LOGOPicture 78

Joseph Papa

Chairman of the Remuneration Committee

LOGO

 


 

 

LOGO

Smith & Nephew Annual report 2014            81


CORPORATE GOVERNANCE

Remuneration reportcontinued

 

Measure in our Variable Pay Plans

 

 

Link to Strategic Priorities

 

 

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MEASURES IN OUR VARIABLE PAY PLANS

Financial measures in Annual Incentive Plans

Plan

Revenue (35%)

Revenue is a key driver of profit growth.

Trading Profit Margin (25%)

Trading profit margin is a critical measure both for the business and our shareholders and delivering margin improvements is a core commitment under our strategy.

Trading Cash Flow (15%)

We need to generate cash inCash flow from our Established Markets is necessary in order to be able to investfund growth in Emerging & International Markets, innovation, organic growth and acquisitions in order to continue to grow in the future. Cash flow is therefore important and this in turn is derived from increased revenues and healthy trading profits.

acquisitions.

Business objectives in Annual Incentive Plans

Plan

Business processProcess (8.3%)

We need to release resources from the businesses through improved structures, efficiencies and business processes in order to re-invest in our higher growth areas, including Emerging & International Markets, innovation, organic growth and acquisitions.

People

(8.3%)

We need to attract and retain the right people to achieve our strategy through improving our operating model.

model and drive the right behaviours for all of our people globally.

Customer (8.3%)

Our mission is to deliver advanced medical technologies that help healthcare professionals, our customers and improve the quality of life of their patients.

Performance measures in our Performance Share Plan

Relative TSR (25%)

FreeIf we execute our strategy successfully, this will lead to an increased return for our shareholders, whether you invest in the healthcare sector or in the FTSE.

Cumulative Cash flowFlow (25%)

Cash flow from our Established Markets is necessary in order to fund growth in Emerging & International Markets, innovation, organic growth and acquisitions.

Sales Growth (25%)

Sales growth is a key driver of profit growth.

Return on Invested Capital (25%)

Return on invested capital is a high priority for our shareholders which will drive better financial discipline and enhanced operating performance.

Detailed further on pages 97–101.

Compliance statement

We have prepared this Directors’ Remuneration Report (the Report) in accordance with The Enterprise and Regulatory Reform Act 2012‑2013 (clauses 81‑84) and The Large and Medium-Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the Regulations). The Report also meets the relevant requirements of the Financial Conduct Authority (FCA) Listing Rules.

The first part of the Report (pages 81–96) is the annual report on remuneration (the Implementation Report). The Implementation Report will be put to shareholders for approval as an advisory vote at the Annual General Meeting on 12 April 2018. The Implementation Report explains how the Remuneration Policy was implemented during 2017 and also how it is currently being implemented in 2018.

The second part of the Report (pages 97–105) is the Directors’ Remuneration Policy Report (the Policy Report) which was approved by shareholders at the Annual General Meeting held in April 2017. The Policy Report describes our Remuneration Policy as it relates to the Directors of the Company. All payments we make to any Director of the Company will be in accordance with this Remuneration Policy. This Policy remains unchanged in 2018 and it is intended that it will next be put to shareholder vote at the Annual General Meeting to be held in 2020.


SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

81

 

 

Revenue in Emerging &
International markets

 

 

Our long-term strategy depends on our ability to grow in Emerging & International Markets.

 

TSRPicture 111

If we execute our strategy successfully, this will lead to an increased return for our shareholders.

 

 

REMUNERATION COMMITTEE

  

Compliance statement

 

We have prepared this Directors’ remuneration report (the ‘Report’) in accordance with The Enterprise and Regulatory Reform Act 2012-2013 (clauses 81-84) and The Large and Medium-Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the ‘Regulations’). The Report also meets the relevant requirements of the Financial Conduct Authority (‘FCA’) Listing Rules.Picture 271

Membership

 

The first part of the Report (pages 83 to 93) is the annual report on remuneration (the ‘Implementation Report’). The Implementation Report will be put to shareholders for approval as an advisory vote at the Annual General Meeting on 9 April 2015. The Implementation Report explains how the remuneration policy was implemented during 2014 and also how it is currently being implemented in 2015. Pages 85, and 88 to 90 have been audited by Ernst & Young LLP.

 

Member since

Meetings attended

Joseph Papa (Chairman)

April 2011

7/7

Angie Risley1 (Chairman Elect)

The second part of the Report (pages 94 to 102) is the Directors’ Remuneration Policy Report (the ‘Policy Report’) which was approved by shareholders at the Annual General Meeting held in 2014. The Policy Report describes our remuneration policy as it relates to the Directors of the Company. All payments we make to any Director of the Company will be in accordance with this remuneration policy. We intend that this remuneration policy will remain in place unchanged for at least the next two years and will next be put to shareholder vote at the Annual General Meeting to be held in 2017. We will bring the policy report back to shareholders earlier in the event that we make any material change to the remuneration policy or shareholders do not approve the annual report on remuneration. The level of base salary and benefits paid and performance measures shown in the Policy Report are as at 2014, when the Policy Report was approved by shareholders. Full details of any changes to these details since then, in accordance with the Policy Report are given in the Implementation Report.

September 2017

3/3

Vinita Bali2

April 2015

6/7

Virginia Bottomley

April 2014

7/7

Robin Freestone

September 2015

7/7

Brian Larcombe3

September 2010

3/3

Roberto Quarta4

April 2014

6/7

 

821Angie Risley was appointed to the Board on 18 September 2017 and will be appointed Chairman of the Committee with effect from 12 April 2018, subject to her re-election.

Smith & Nephew2Vinita Bali was unable to attend one meeting due to a prior commitment. She had signified her approval of the matters being discussed to the Remuneration Committee Chairman prior to the meeting.

3Brian Larcombe retired from the Board at the Annual report 2014General Meeting on 6 April 2017.


4Roberto Quarta was unable to attend one meeting due to its short notice. He had signified his approval of the matter being discussed to the Remuneration Committee Chairman prior to the meeting.

2018 focus

–  Evaluate remuneration package for a new Chief Executive Officer.

–  Review gender pay reports and approve the implementation of a programme designed to reduce the gender pay gap.

–  Consider possible response to BEIS Green Paper on Corporate Governance and how best to engage with our employees on remuneration matters.

–  Consider the implications of US tax reform.

The Remuneration Committee presents the Annual Report on remuneration (the Implementation ReportReport), which will be put to shareholders for an advisory vote at the Annual General Meeting to be held on 12 April 2018.

ROLE OF THE REMUNERATION COMMITTEE

Remuneration Committee

LOGO

Role of the Remuneration Committee

Our work falls into the following three areas:

Determination of Remuneration Policy and Packages

–  Determination of remuneration policy for Executive Directors and senior executives

–  Approval of individual remuneration packages for Executive Directors and Executive Officers at least annually and any major changes to individual packages throughout the year

–  Consideration of remuneration policies and practices across the Group

–  Approval of appropriate performance measures for short-term and long-term incentive plans for Executive Directors and senior executives

–  Determination of pay-outs under short-term and long-term incentive plans for Executive Directors and senior executives.

Oversight of all Company Share Plans

–  Determination of the use of long-term incentive plans and oversees the use of shares in all executive and all-employee plans.

Reporting and Engagement with shareholders on

Remuneration Matters

–  Approval of Directors’ remuneration report ensuring compliance with related governance provisions

–  Continuance of constructive engagement on remuneration issues

Our work falls into the following three areas:

Determination of Remuneration Policy and Packages

–  Determination of Remuneration Policy for Executive Directors and senior executives.

–  Approval of individual remuneration packages for Executive Directors and Executive Officers, at least annually, and any major changes to individual packages throughout the year.

–  Consideration of remuneration policies and practices across the Group.

–  Approval of appropriate performance measures for short-term and long-term incentive plans for Executive Directors and senior executives.

–  Determination of pay-outs under short-term and long-term incentive plans for Executive Directors and senior executives.

Oversight of all Company Share Plans

–  Determination of the use of long-term incentive plans and overseeing the use of shares in executive and all-employee plans.

Reporting and Engagement with shareholders on Remuneration Matters

–  Approval of the Directors’ Remuneration Report ensuring compliance with related governance provisions.

–  Continuation of constructive engagement on remuneration matters with shareholders.

The terms of reference of the Remuneration Committee describe our role and responsibilities more fully and can be found on our website at www.smith-nephew.com

The Remuneration Committee presents the annual report on remuneration, (the ‘Implementation Report’), which together with the annual statement from the Chairman of the Remuneration Committee will be put to shareholders as an advisory vote at the Annual General Meeting to be held on 9 April 2015.

Current Members in 2014

Joseph Papa

Committee Chairman

Virginia Bottomley

Independent Non-executive Director

Brian Larcombe

Senior Independent Non-executive Director

Roberto Quarta(from 10 April 2014)

Chairman of the Board

1. Richard De Schutter left the Committee on 10 April 2014 on his retirement from the Board.

2. Pamela Kirby left the Committee on 31 July 2014 on her retirement from the Board.

3. Vinita Bali will join the Committee on 1 April 2015.

Key activities

–  Setting the remuneration policy and packages for Executive Directors and Executive Officers.

–  Approval of all share plans operating throughout the Group.

2015 focus

–  Determination of payouts under cash incentive and long-term incentive plans vesting in 2015.

–  Determine targets to apply to cash incentive and share plan awards in 2015.

–  Review the overall structure of our remuneration policies to ensure they still support our business strategy.

LOGO

Smith & Nephew Annual report 2014            83


CORPORATE GOVERNANCE

Remuneration reportcontinued

Activities of the Remuneration Committee in 2014describe our role and since the year endresponsibilities more fully and can be found on our website: www.smith-nephew.com

ACTIVITIES OF THE REMUNERATION COMMITTEE IN 2017 AND SINCE THE YEAR END

In 2014,2017, we held four physicalseven meetings and determined foursix matters by written resolution. Each meeting was attended by all members of the Committee.Committee (except Vinita Bali and Roberto Quarta who each missed one meeting this year). The Chief Executive Officer, the Chief Human Resources Officer and the Senior Vice President,SVP Global Reward, key members of the finance function and the Company Secretary also attended all or part of some of the meetings, except when their own remuneration was being discussed. We also met with the independent Remuneration Consultants, Willis Towers Watson, without management present. Our programme of work in 2014 was as follows:2017 can be found in the report below.


 

 

MonthActivity

 

Early February–  

Noted the financial results for 2013 against the targets under the short-term and long-term incentive plans

82

(Approval of salaries,

awards and payouts in 2014)     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

REMUNERATION

Agreed the targets for the short-term and long-term incentive plans for 2014, approving the third performance measure for the Performance Share Plan

Approved the quantum of cash payments to Executive Directors and Executive Officers under the Annual Incentive Plan and awards under the Equity Incentive Programme and the Performance Share Programme
Approved the vesting of options and share awards granted in 2011 and reviewed

Early February

Approval of salaries, awards and payouts in 2017

–  Agreed the targets for the short-term and long-term incentive plans for 2017. Introduced global revenue growth and ROIC as long-term performance measurements (defined on page 89). Approved the remuneration strategy for 2017 against the proposed business plan.

–  Approved the quantum of cash payments to Executive Directors and Executive Officers under the Annual Incentive Plan and awards under the Equity Incentive Programme and the Performance Share Programme, having considered the 2016 financial results against the performance targets, that were set.

–  The Audit Committee joined the Remuneration Committee for both of the above agenda items to answer any questions regarding audited numbers and provide assurance.

–  Reviewed the salaries of the Board, Executive Directors and Officers and Chairman.

–  Approved the text of the Remuneration Report.

Mid February

Review of Remuneration (via voice conference)

–  Discussed the payout under the Annual Incentive Plan and decided to use downwards discretion to adjust outcomes following the performance of long-term awards granted in 2012 and 2013Reviewed benchmark data increases to salaries across the Group and approved salary increases for Executive Directors and Executive Officers with effect from 1 April 2014Approved the text of the Remuneration report

Reviewed and approved the business plan for the Remuneration Committee for 2014.

Late February

Approved the final targets for the short-term and long-term incentive plans for 2014

(by telephone)

(Final approval of

Remuneration report)

Approved the final text of the Remuneration report.

Late July

(Mid-year Review of

Remuneration

Arrangements)

Reviewed the shareholder response and support for the Remuneration Policy and Report at the Annual General Meeting

Reviewed adherence to shareholding guidelines by Executive Directors, Executive Officers and Senior ExecutivesMonitored dilution limits and the number of shares available for use in respect of executive and all-employee share plansApproved the schedule of share awards made since the previous meetingApproved minor changes to the rules of various share plans in line with local legislative changes

Reviewed the performance of long-term awards granted in 2012, 2013 and 2014.

December

(Review of

Remuneration Strategy)      

Received a report from the Chairman of the Remuneration Committee on recent engagement with shareholders

Approved the Remuneration Strategy for 2015

Considered the first draft of the Remuneration report for 2014

Reviewed and considered the principles for determining payouts under the short-term and long-term plans due to vest in 2015Approved the schedule of share awards made since the previous meeting.

Four written resolutions were approved during the year relating to the approval of two leaver and two recruitment arrangements for Executive Officers.

Since the year end, we have also reviewed the financial results for 2014 against the targets under the short-term and long-term incentive arrangements jointly with the Audit Committee, and have agreed the targets for the short-term and long-term incentive plans for 2015. We have also approved increases to the salaries of Executive Directors and Executive Officers and determined cash payments under the Annual Incentive Plan, awards under the Equity Incentive Programme and the Performance Share Programme, and the vesting of awards under the Performance Share Programme granted in 2012. Finally, we approved the wording of this Directors’ remuneration report.

During the year, the Remuneration Committee received information and advice from Towers Watson, an independent executive remuneration consultancy firm appointed by the Remuneration Committee in 2011 following a full tender process. They provided advice on market trends and remuneration issues in general, attended Remuneration Committee meetings, assisted in the review of the Directors’ remuneration report and in determining the third performance measure for the Performance Share Programme. The fees paid to Towers Watson for Remuneration Committee advice during 2014, charged on a time and expense basis was £39,745 in total. Towers Watson also provided other human resources and compensation advice to the Company for the level below the Board. Towers Watson comply with the Code of Conduct in relation to Executive Remuneration Consulting in the United Kingdom and the Remuneration Committee is satisfied that their advice is objective and independent.

84Smith & Nephew Annual report 2014


Single total figure on remuneration – Executive Directors

             
  

 

  
         Annual        Other items in the nature      
      

Fixed pay

  

variable pay

  

Hybrid

  

Long-term variable pay

  

of remuneration

      
         Payment    Annual  Annual        All-         
         in lieu Taxable  Incentive  Incentive  Performance  Share  Employee  One-Off      
  Director  Base salary  of pension benefits  Plan – cash  Plan – equity  Share Plan  Option Plan  Share Plans  Awards  Total  
  

 

  
 

Olivier Bohuon

 
 

Appointed 1 April 2011

 
  

 

  
 

2014

$1,464,515$439,354$286,341$952,318$811,006$2,641,455$6,594,989 
  

 

  
 

2013

$1,425,559$427,668$112,637$1,793,584$933,41000$4,692,858 
  

 

  
 

Julie Brown

 
 

Appointed 4 February 2013

 
  

 

  
 

2014

$840,487$252,146$38,494$470,373$465,437$2,066,938 
  

 

  
 

2013

$708,450$212,536$22,510$858,978$390,800$5,684$838,266$3,037,224 
  

 

  

These figures have been calculated as follows:

Base salary: the actual salary receivable for the year.

Payment in lieu of pension: the value of the salary supplement paid by the Company in lieu2016.

Late February

Final approval of a pension.the Remuneration Report (via voice conference)

Benefits:–  Approved the gross valuefinal targets for the short-term and long-term incentive plans for 2017.

–  Approved the final text of all taxable benefits (or benefitsthe Remuneration Report.

July (in Hull, UK)

Mid-year Review of Remuneration Arrangements

–  Reviewed the shareholder response to the Remuneration Report at the Annual General Meeting and noted shareholders’ feedback that would be taxableaddressed in this report.

–  Reviewed the UK) receivedperformance of long-term awards granted in 2015, 2016 and 2017.

–  Discussed and planned a programme of engagement with institutional investors on remuneration.

–  Considered termination arrangements for Executive Directors and Executive Officers.

–  Reviewed adherence to shareholding guidelines by Executive Directors, Executive Officers and senior executives.

–  Monitored dilution limits and the year. Prior years are restatednumber of shares available for use in respect of executive and all-employee share plans.

–  Approved amendments to the Smith & Nephew ShareSave Plan 2012 rules to reflect amounts not known atregulatory changes.

October

–  Approved retirement package for Olivier Bohuon, Chief Executive Officer.

Early November (in Dubai, UAE)

–  Prepared for meetings with shareholders to solicit viewpoints and introduce Angie Risley.

–  Reviewed first draft of the dateRemuneration Report for 2017.

Late November

Review of signingRemuneration Strategy

–  Received a report from the previous annual report.Chairman of the Remuneration Committee on recent engagement with shareholders.

–  Reviewed and considered the principles for determining payouts under the long-term plans due to vest in 2018.

–  Approved the final Remuneration Strategy for 2018.

–  Reviewed market data for the Executive Directors and Executive Officers prepared in accordance with the agreed methodology.

Six written resolutions were approved during the year relating to the approval of remuneration arrangements for various Executive Officers.

Since year end, we have also reviewed the financial results for 2017 against the targets under the short-term and long-term incentive arrangements jointly with the Audit Committee, and have agreed the targets for the short-term and long-term incentive plans for 2018. We have also approved increases to the salaries of Executive Directors and Executive Officers and determined cash payments under the Annual Incentive Plan, – cash:awards under the valueEquity Incentive Programme and the Performance Share Programme, and the vesting of awards under the Performance Share Programme granted in 2015. Finally, we approved the wording of this Directors’ Remuneration Report.

During the year, the Remuneration Committee received information and advice from Willis Towers Watson, an independent executive Remuneration consultancy firm appointed by the Remuneration Committee in 2011 following a full tender process. They provided advice on market trends and remuneration issues in general, attended Remuneration Committee meetings, assisted in the review of the cash incentive payable forDirectors’ Remuneration Report, provided market benchmark data on compensation design and levels, undertook calculations relating to the TSR performance conditions, assisted in matters relating to the Chief Executive Officer’s retirement, and advised on investor views and engagement. In addition, the Committee received independent advice from Mercer relating to the use of discretion downwards when determining the level of payout in respect of the relevant financial year.

Annual Incentive Plan – equity:2016 annual cash incentive plan. The fees paid to Willis Towers Watson for Remuneration Committee advice during 2017, charged on a time and expense basis, were £98,000 and the valuefee paid to Mercer was £4,350. Willis Towers Watson also provided other human resources and compensation advice to the Company for the level below the Board. Mercer also provided insurance broking, market data, actuarial and investment consulting services both at a global and local level. Both Willis Towers Watson and Mercer comply with the Code of the equity element awardedConduct in respect of performancerelation to Executive Remuneration Consulting in the relevant financial year, but subject to an ongoing performance test as described on pages 87United Kingdom and 88 of this report.the Remuneration Committee is satisfied that their advice is objective and independent.

Performance Share Plan: the value of shares vesting that were subject to performance over the three-year period ending on 31 December in the relevant financial year, based on an estimated share price of 1,053 pence per share, which was the average price of a share over the last quarter of 2014.


Share Option Plan: the embedded gain of options vesting that were subject to performance over the three-year period ending on 31 December in the relevant financial year.

SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

83

REMUNERATION IMPLEMENTATION REPORT

Picture 113

All-Employee Share Plans: the gain on the date of grant for SAYE awards (these are only subject to an employment condition and therefore the total value is captured in the year of grant), reflecting the 20% discount at which options are granted in the relevant financial year.

One-off awards: the total face value of shares awarded to Julie Brown on appointment in 2013 as described on page 89 of this report (these awards are only subject to an employment condition and therefore the total value is captured in the year of award).

Total: the sum of the above elements.SINGLE TOTAL FIGURE ON REMUNERATION

The amounts for 20142017 have been converted into US$ for ease of comparability using the exchange rates of £ to US$1.64641.2877 and to US$1.3263,1.1279 (2016: £ to US$1.349 and for the prior years using exchange rates disclosed in previous years’ accounts.€ to US$1.106).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olivier Bohuon
Appointed 1 April 2011

 

 

Graham Baker
Appointed 1 March 2017

 

 

Julie Brown
Appointed 4 February 2013
(resigned with effect from 11 January 2017)

 

 

 

2017

 

 

2016

 

 

2017

 

 

 

 

2017

 

 

2016

Fixed pay

    

 

 

    

 

 

    

 

 

    

 

    

 

 

    

 

 

Base salary

 

$

1,330,347 

 

$

1,295,017 

 

$

547,273 

 

 

 

$

21,606 

 

$

730,257 

Payment in lieu of pension

 

$

399,104 

 

$

388,505 

 

$

164,182 

 

 

 

$

6,482 

 

$

219,078 

Taxable benefits

 

$

177,433 

 

$

166,465 

 

$

22,308 

 

 

 

$

637 

 

$

30,007 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual variable pay

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Incentive
Plan – cash

 

$

1,208,911 

 

$

592,902 

 

$

683,797 

 

 

 

 

– 

 

 

– 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hybrid

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Incentive
Plan – equity

 

$

665,173 

 

$

652,258 

 

$

361,200 

 

 

 

 

– 

 

 

– 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term variable pay

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Share Plan

 

$

1,251,957 

 

$

237,703 

 

 

– 

 

 

 

 

– 

 

 

– 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,032,925 

 

$

3,332,850 

 

$

1,778,760 

 

 

 

$

28,725 

 

$

979,342 

C:\Users\kdefran\AppData\Local\Temp\SNAGHTML1cd3980.PNG

 

Base salary

the actual salary receivable for the year.

Payment in lieu of pension

the value of the salary supplement paid by the Company in lieu of a pension.

Taxable benefits

the gross value of all taxable benefits (or benefits that would be taxable in the UK) received in the year.

Annual Incentive
Plan – cash

the value of the cash incentive payable for performance in respect of the relevant financial year.

Annual Incentive
Plan – equity

the value of the equity element awarded in respect of performance in the relevant financial year, but subject to an ongoing performance test as described on pages 87-88 of this report.

Performance Share Plan

the value of shares vesting that were subject to performance over the three-year period ending on 31 December in the relevant financial year. For awards vesting in early 2018 this is based on an estimated share price of 1,352.140p per share, which was the average price of a share over the last quarter of 2017. The value of the 2014 share awards that vested in 2017 have now been restated with the share price on the date of actual vesting being 1,221.625p per share on 7 March 2017.

Total

the sum of the above elements.

All data is presented in our reporting currency of US$. Amounts for Olivier Bohuon have been converted from EURO and amounts for Julie Brown and Graham Baker from GBP using average exchange rates. Given currency volatility in 2017, this may give the impression of changes that are misleading. Data is presented in local currency in the subsequent sections in the interests of full transparency.


84

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

REMUNERATION IMPLEMENTATION REPORT

Retirement of Olivier Bohuon

On 9 October 2017, we announced that Olivier Bohuon intended to retire as Chief Executive Officer by the end of 2018.

Up until the date of his retirement, Olivier Bohuon will continue to be paid his salary, pension and benefits and will participate on a pro-rata basis in the 2018 Annual Incentive Plan, which will be delivered entirely as cash. He will not receive a Performance Share Plan in respect of 2018. In-line with good leaver provisions in the Plan Rules and Remuneration Policy, the awards granted under the Performance Share Plan in 2016 and 2017 (as detailed in this report) will be pro-rated for length of time held and will, subject to the performance conditions being satisfactorily met, vest on the original vesting dates on the third anniversary of the respective dates of grant. The 2017 award will remain subject to a two-year post-vesting holding period.

FIXED PAY

Base salary

WithIn February 2017, it was agreed that with effect from 1 April in each year,2017, Executive Directors werewould be paid the following base salaries:salaries.

 

    

2017 

    

2016 

Olivier Bohuon

 

€1,179,490 

 

€1,179,490 

Graham Baker

 

£510,000 

 

– 

 

         
  

 

   
     2013  2014    
  

 

   
 Olivier Bohuon 1,081,500   €1,111,782   
  

 

   
 Julie Brown £500,000   £514,000   
  

 

   

In February 2015,2018, we reviewed the base salaries of the Executive Directors, having considered general economic conditions and average salary increases across the rest of the Group, which have averaged at 3%.2% in the UK and the US; 2.6% globally. The Remuneration Committee has therefore agreed that the Executive Directors’ base salariesthere will be no increase by 3% with effect from 1 April 2015 to the following:base salary of Olivier Bohuon and that Graham Baker’s salary will be increased by 2% to £520,200.

Olivier Bohuon1,145,135
Julie Brown£529,420

Payment in lieu of pension

In 2014, both2017, Olivier Bohuon, Graham Baker and Julie Brown until her resignation on 11 January 2017 received a salary supplement of 30% of their basic salary to apply towards their retirement savings, in lieu of membership of one of the Company’s pension schemes. The same arrangement will apply in 2015.

Benefits

In 2014, both2017, Olivier Bohuon, Graham Baker and Julie Brown until her resignation on 11 January 2017 received death in service cover of seven timesseven-times basic salary, of which four timesfour-times salary is payable as a lump sum, with the balance used to provide for any spouse and dependent persons. They also received health cover for themselves and their families, a car allowance and financial consultancy advice. OliverOlivier Bohuon also received assistance with travel costs between London and Paris. The same arrangements will apply in 2015.2018 for Olivier Bohuon and for Graham Baker. The following table summarises the value of benefits on an element-by-element basis in respect of 20132016 and 2014.2017. Julie Brown received these benefits until she retired from the Board on 11 January 2017.

       
  

 

  
     

Olivier Bohuon

 

Julie Brown

   
   2013 2014 2013 2014  
  

 

  
 

Health Cover

£12,088£20,642£1,130£1,144 
  

 

  
 Car and fuel allowance18,05018,751£13,270£14,640 
  

 

  
 

Financial

£4,893£24,053 
 consultancy advice (ii)19,816101,926£0£7,597 
  

 

  
 

Travel costs

£19,407£28,537£0£0 
  

 

  
 

Subscriptions

£3,504 (i)£3,473£0£0 
  

 

  

(i)Previous years are restated to reflect amounts not known at the date of signing of the previous Annual Report.
(ii)The level of financial consultancy advice fees for Olivier Bohuon in 2014 reflects that he is a French national working in a global role of a company headquartered in the UK.

 

 

Olivier Bohuon

 

Graham Baker

 

Julie Brown

 

 

 

2017

 

2016

 

2017

 

2016

 

2017

 

2016

 

Health cover

    

£17,807

    

£15,672

    

£1,217

    

– 

    

£44

    

£1,440

 

Car and fuel allowance

 

£15,000

 

€18,292

 

£14,182

 

– 

 

£451

 

£14,640

 

Financial consultancy advice

 

£34,204

 

£66,572

 

£1,925

 

– 

 

– 

 

£6,614

 

 

 

€37,736

 

– 

 

– 

 

– 

 

– 

 

– 

 

Travel costs

 

£33,703

 

£23,814

 

– 

 

– 

 

– 

 

– 

 

Subscriptions

 

£4,023

 

£2,344

 

– 

 

– 

 

– 

 

– 

 

 


 

 

LOGO

SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

85

Smith & Nephew Annual report 2014            85

 


CORPORATE GOVERNANCE

Remuneration reportcontinued

 

Picture 114

ANNUAL VARIABLE PAY

Annual Incentive Plan 2017

Cash Element

During 2014,2016, the Remuneration Committee reviewed the operation of the Annual Incentive Plan for Executive Directors was basedand the performance measures and weightings which would apply to the cash element of the Annual Incentive Plan. These changes placed a greater emphasis on financial goals reflecting the importance we place on achievement of specific financial measures. The financial measures comprise 75% of the total award and are split between revenue (35%), trading profit margin (25%), and trading cash flow (15%). These measures were selected because revenue and trading profit margin constitute the key drivers of profit growth, and trading cash flow was a key measure of how efficiently we turn our assets into cash. Trading profit margin is a critical measure both for the business and our investors and delivering margin improvements is a core commitment under our strategy.

The remaining 25% of the total award are individual business objectives, similar to previous years, tied to our strategic priorities. As in previous years, these business objectives fell into the categories of Business Process, People and Customer.

The weighting of the performance measures for 2017 can be summarised as follows:

Financial objectives

75%

Revenue

35%

Trading profit margin

25%

Trading cash flow

15%

Business objectives

25%

Business process

8.33%

People

8.33%

Customer

8.33%

 

                   
  Financial objectives            70%    
  Revenue 30%          
  Trading profit 30%          
  Trading cash 10%          
  Business objectives            30%    
  

Re-investment and

Group Optimisation

     
 
Olivier Bohuon
5%
  
  
     
 
Julie Brown
10%
  
  
  
        Olivier Bohuon       Julie Brown    
  Business          
  People                
 

Customer

     25%       20%   

The figures for threshold, target and maximum relating to the financial objectives of the cash element of the 2017 Annual Incentive Plan are shown below:

 

    

Threshold

    

Target

    

Maximum

    

Actual

Revenue

 

$

4,578

m

$

4,720

m

$

4,861

m

$

4,654

m1

Trading profit margin

 

 

21.8 

%  

 

22.3 

%  

 

22.7 

%  

 

22.3 

%1

Trading cash flow²

 

$

801

m

$

890

m

$

979

m

$

940

m

1   At constant exchange rates. See page 182.

2   During the year, the trading cash flow target was adjusted upwards to reflect the change regarding the cash funding of closed post-retirement benefit schemes (see pages 150–155).

‘Target’ was set and approved by the Board have considered whether it would be in the best interests2017 Budget. ‘Threshold’ and ‘Maximum’ are set at +/‑3% from the target for revenue, at +/‑45bps for the trading profit margin measure and at +/‑10% for the trading cash flow from target.

This resulted in a bonus achievement of 73% of salary in respect of the Companyfinancial objectives.

 

 

 

 

 

 

 

 

 

    

Weight

    

Achieved % of target

    

Award % of salary 

 

Revenue

 

35 

%  

77 

%  

26.9 

%

Trading profit margin

 

25 

%  

107 

%  

26.8 

%

Trading cash flow

 

15 

%  

128 

%  

19.2 

%

Accordingly, the following amounts have been earned by Olivier Bohuon and its shareholdersGraham Baker under the cash element of the Annual Incentive Plan in respect of their financial objectives.

Olivier Bohuon

€859,517

Graham Baker

£371,647

The same measures and weightings will apply to the financial measurements of the cash element of the Annual Incentive Plan 2018. For reasons of commercial sensitivity, we are unable to disclose the precise targets agreed for each ofnow, but they will be disclosed in the performance measures in 2014. The targets for each year are set within the context of the Group’s five-year plan, which is updated at least annually. If we were to disclose the precise targets for one year of the plan, this would give information to our competitors about our long-term plans, which they could use to compete against us, for example by re-timing the launch of new products or extension into new growth areas. This could be detrimental to our commercial performance both in 2015 and going forward. The Board has concluded that even though the actual results for 2014 are known and published, it would be commercially sensitive to disclose what the precise targets determined2018 Remuneration Report at the beginningtime of 2014 were. At present, the Board would not be in a position to declare these targets at a later date, but will keep this under review.vesting.

In early 2015, the Remuneration Committee conducted an assessment of the Executive Directors against their 2014 financial and business objectives. In doing so the Remuneration Committee focused on the need to balance short-term growth whilst building the platform to deliver sustainable strong performance and greater shareholder value over the medium-term.

In summary, the performance of the Executive Directors against the targets set for 2014 was as follows:


Below

threshold




Between
target and
threshold





Between
target
and
maximum




Above
maximum

Revenue (30%)

X

Trading profit (30%)

X

Trading cash (10%)

X

Business

objectives (30%)

Olivier Bohuon

X

Business

objectives (30%)

Julie Brown

X

Multiplier (+/- 10%)



The Remuneration Committee agreed not to apply
the multiplier to the annual incentive assessment in
respect of 2014.


Olivier Bohuon

Multiplier (+/- 10%)

Julie Brown

Financial Objectives

Over the period, revenue was $4,617 million, trading profit was $1,055 million and trading cash flow $781 million. When set against the financial objectives for 2014, revenue performance was between target

and threshold, while trading profit and trading cash performance was below threshold.

The Committee believes, whilst some of the underperformance on trading profit and cash is attributable to the RENASYS hold in the US, the financial outturn partly reflects the impact of important strategic decisions to invest more in the business during 2014 to deliver longer-term, sustainable value. Decisions to invest in R&D, Emerging & International Markets, the sales force, particularly in wound, and new, disruptive business models in 2014 all impacted profitability for the year, but strengthened the platform for future growth. Trading cash flow was impacted as we made significant investment in instrument sets to support growth rebuilt our wound safety stock following flooding in our Hull, UK factory and increased the holdings of Advanced Wound Bioactives products to meet anticipated demand.

Business Objectives

Under Olivier’s strong leadership,When setting business objectives for the upcoming year, the Board looks not only at the expected financial performance for the year, but also at the actions it expects the Executive Director to carry out in the year to build a solid foundation for financial performance over the longer term. In reviewing performance against these objectives at the end of the year, the Board is mindful that there is not always a necessary correlation between financial performance and consistent with the strategic plan he initiatedachievement of business objectives.


86

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

REMUNERATION IMPLEMENTATION REPORT

The table below sets out how Olivier Bohuon and Graham Baker have performed against the business objectives of People, Business Process and Customers.

Olivier Bohuon

Graham Baker

People

–   Delivered 50bps improvement in Group Great Place to Work Trust Index, meeting target of 67%.

–   Further five countries awarded Great Place to Work Accreditation, ahead of target of two new countries, with nine countries in total now recognised.

–   Made progress against targets for 50% of critical roles filled by top talent (48% achieved); met target to identify internal successors for 50% of critical roles. Target to reduce voluntary turnover of top talent missed (12% against target of less than 10%).

–   Clear communication of strategy and implementation plans across the Group through direct and indirect channels to drive alignment and increase engagement.

–   Target of delivering $5 million incremental revenue from commercial excellence programme not met with remediation action initiated.

–   Achieved target of all employees and third party sellers completing more than 95% of global compliance on time.

–   Delivered 30bps improvement Finance function Great Place to Work Trust Index, meeting target of 67%.

–   Met target to upgrade Finance leadership team through combination of internal moves and external hires. Exceeded targets to retain and develop top Finance talent (80% of critical roles filled internally vs 50% target). Exceeded target on Finance leadership retention, with minimal loss of top‑talent against target of less than 10%.

Business Process

–   Achieved target of new global R&D model fully operational by first quarter of 2017, including Portfolio Innovation Board to drive strategy and prioritise projects. More than 80% of programme milestones met tracking towards best-in-class standard of 90%, and programme to develop further clinical evidence progressing to plan.

–   Maintaining an effective financial control environment.

–   Met target to hold employees accountable for Finance policies and procedures, with 95% compliance on Minimum Acceptable Practices (MAPs) and deeper checking across all Group countries.

–   Finance Transformation plan built, including integrating some back-office services into Global Business Services.

–   First phase of new IT finance system successfully implemented in North America on time and within budget.

–   Established relationships with investors and analysts supporting Group IR programme, receiving excellent feedback from external stakeholders.

Customers

–   Met target to continue to develop new business models including mid-tier portfolio in the Emerging Markets and eCAP in the US.

–   Roadmap for mid-tier product development completed in-line with target, with notable successes including ANTHEM Knee and ATLAS HF Nail in Emerging Markets. Mid-tier portfolio revenue growth tracked behind target.

–   Met target to provide robust financial modelling to improve business decision‑making processes, including improved visibility of R&D portfolio value and completion of acquisition of Rotation Medical, Inc.

–   Delivered leadership with Chief Executive Officer in developing APEX programme to improve competitiveness of Smith & Nephew.

–   Met tax targets with tax on trading reduced from 23.8% in 2016 to 17.1% in 2017 reflecting one-off benefit following the conclusion of a US tax audit, further progress in improving our tax rate, tax provision releases following expiry of statute of limitations and a beneficial geographical mix of profits on trading.

This resulted in 2011,a bonus achievement of 18% of salary in respect of the business objectives.

 

Weight

Achieved % of
target

Award % of
salary

People

8.33%
72%
6%

Business Process

8.33%
100%
8%

Customers

8.33%
50%
4%

Accordingly, the following amount has been earned by Olivier Bohuon under the cash element of the Annual Incentive Plan in respect of his business objectives.

Olivier Bohuon

€212,308

This resulted in a bonus achievement of 31% of salary in respect of the business objectives.

 

 

 

 

 

Weight

Achieved % of
target

Award % of
salary

People

8.33%
120%
10%

Business Process

8.33%
132%
11%

Customers

8.33%
120%
10%

Accordingly, the following amount has been earned by Graham Baker under the cash element of the Annual Incentive Plan in respect of his business objectives.

Graham Baker

£159,375

The same measures and weightings will apply to the business objectives of the cash element of the Annual Incentive Plan in 2018.


SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

87

Picture 116

HYBRID

Equity Incentive Award

The individual performance of all employees in the Group made significant progressis assessed on two bases. The first looks at what has been achieved, namely the extent to which the employee has performed against the financial and business objectives set at the beginning of the year. The second looks at how this performance has been achieved, reflecting the right culture and values in 2014.

Olivieraccordance with our critical enablers. Against each, the employee is delivering on his strategy to rebalance Smith & Nephew by strengthening our higher growth platforms, which currently represent more than half the business, up from just 35% three years ago. Advanced Wound Bioactives delivered strong double-digit growth, Sports Medicine Joint Repairrated as having performed well, Trauma & Extremities made good progress, and the Emerging & International Markets business increased underlying revenue by 17%. He also oversaw a successful turnaround in US Orthopeadic Reconstruction and addressed issues in Europe and AWM where we faced headwinds.below, in-line or above expectations.

Assessment of how Executive Directors have achieved

Below
expectations

In-line with
expectations

Above
expectations

Assessment of what has been achieved

Below expectations

No Award

No Award

No Award

In-line with expectations

No Award

Award of
50% of Salary

Award of
55% of Salary

Above expectations

No Award

Award of
55% of Salary

Award of
65% of Salary

In addition to maintaining an increased level of investment in R&D and supporting new products, he introduced new, disruptive commercial models in orthopaedic reconstruction and the Emerging & International Markets to position Smith & Nephew to fulfil the unmet needs of customers.

Finally, he continues to deliver on our strategic priority to supplement organic growth through acquisition. He led the acquisition of ArthroCare Corporation for $1.7 billion, Smith & Nephew’s largest deal to date. This has strengthened our Sports Medicine business and we will use our global presence to drive substantial new growth. He also oversaw the integration of our recent Emerging & International Markets acquisitions.

The Remuneration Committee has therefore determined that Olivier performed between target and maximum in 2014 with regard to his business objectives.

Under Julie’s stewardship we continued our disciplined approach to finance, applying our cash allocation framework, managing trading cash effectively to support investments and initiating a major Group optimisation programme. Led by Julie, this will realise at least $120 million of annual savings. This is progressing as planned, with early results including rationalising our global property portfolio and making major savings through better procurement processes. She led a successful private placement and has overseen an improvement in our corporate tax rate with further progress expected.

She is leading a finance transformation project, establishing new transactional systems across Europe and new Business Information tools, which is improving visibility and consistency of financial information inconsidered the business.

The Remuneration Committee has therefore determined that Julie performed between target and maximum in 2014 with regard to her business objectives.

It is not appropriate to disclose the precise personal targets set as a number of the measurements continue to apply into 2015 and would be commercially sensitive if known by our competitors. At present, the Board would not be in a position to declare these targets at a later date, but will keep this under review. The Remuneration Committee did highlight a number of their achievements as follows:

86Smith & Nephew Annual report 2014


Commentary on 2014 performance

Reinvestment and Group Optimisation

Olivier Bohuon

Increased business agility and efficiency, he has delivered annualised savings of $146 million for reinvestment in higher-growth platforms, including Emerging & International Markets. Ensured higher investment levels maintained in R&D and strong pipeline of new products including expanding JOURNEY II knee system and new Sports Medicine and Trauma & Extremities systems. Initiated Group optimisation programme to achieve further savings, including optimising locations.

Julie Brown

Leading implementation of new Group optimisation programme to achieve $120 million of annual savings, with programme on plan at year-end. Oversaw tax improvement with 220bps reduction in full-year effective rate achieved since the end of 2012 and further progress expected.

Business objectives

Olivier Bohuon

Completed $1.7 billion acquisition of ArthroCare Corporation, strengthening our Sports Medicine business with technology and products and strategy to drive substantial new growth through our global platform. Implemented leaner corporate structure, including one managing director across markets outside of the US, to enable better focus on the customer.

Julie Brown

Maintained rigorous oversight of investment performance across recent acquisitions including Advanced Wound Bioactives business acquired at the end of 2012, which delivered 15% growth in 2014 and Emerging & International Markets acquisitions in Brazil, Turkey and India, and the acquisition of ArthroCare.

People

Olivier Bohuon

Employee engagement surveys demonstrated significant improvements in Strategic Direction, Empowerment, Cross-business Coordination and Customer Focus across the Group. Achieved first Great Place to Work accreditation.

Julie Brown

Delivered structural and cultural transformation programme across finance function, and improved quality of management information to support decision making across the Group.

Customer

Olivier Bohuon

Delivered new business models to meet the unmet needs of the customer including Syncera, a new commercial solution for Orthopaedic Reconstruction, and a mid-tier organisation for the Emerging & International Markets. These challenge the status quo, widening access to market and giving customers new economic options as they seek to improve the quality of life for their patients. Set the tone from the top and ensured strong ethics and compliance performance across the Group.

Julie Brown

Represented the Group with investors and financial analysts, gaining strongly positive feedback. Hosted CFO roundtable events in New York City, and presented at investor and other high-profile conferences. Introduced new financial disciplines with the development of group-wide Minimum Acceptable Practices. Refinanced the Company through US Private Placement, term loans and revolving credit facility.

The Remuneration Committee also considered whether to apply the multiplier to the annual incentive assessment of Olivier Bohuon and Julie BrownGraham Baker in exactly the same way as other employees in the Group when determining the level of Equity Incentive Award to be made to them. In assessing their performance against the same financial and agreedbusiness objectives used to determine the level of their cash award, the Remuneration Committee has determined that no multiplier was appropriateon the first criterion (assessing what they have achieved) Olivier Bohuon and Graham Baker have both performed in-line with expectations throughout the year. On the second criterion (assessing how they have achieved), the Remuneration Committee has determined that Olivier Bohuon has performed in-line with expectations and Graham Baker has performed above expectations. These ratings result in respectan Equity Incentive Award of 2014.50% of salary for Olivier Bohuon and 55% of salary for Graham Baker.

In summary, as a result of the financial performance described above,on page 85 and the performance described in the table on page 86, the Remuneration Committee determined that the following awards be made under the Annual Incentive Plan in respect of performance in 2014:2017:

Executive Director

Cash Component

Equity Component

% of salary

Amount

% of salary

Amount

Olivier Bohuon

91%

€1,071,825

50%

€589,745

Graham Baker

104%

£531,022

55%

£280,500

 

 

Executive Director

 Cash Component  Equity Component 
   

 

  % of salary

  Amount    % of salary  Amount 

Olivier Bohuon

  65    718,026    55    611,480  

Julie Brown

  56    £285,698    55    £282,700  

These figures are converted into dollars and included under Annual Incentive Plan (cash) and (equity) in the single figure table on page 83.

As a result of the 20142017 performance assessment for both Olivier Bohuon, and Julie Brown, the first tranche of the Equity Incentive Award made in 2014,2017, the second tranche of the Equity Incentive Award made in 20132016 and the third tranche of the Equity Incentive Award made in 2012 (to Olivier Bohuon only)2015 will vest. Both the grant and vesting of these awards are subject to Olivier’s performance discussed on page 86. Graham Baker was not employed during 2016 and therefore received no Equity Incentive award in 2017.

Director

Date of Grant

Number of shares under
award vesting

Number of shares to vest
from each grant subject
to performance

Olivier Bohuon

7 March 2017 – 1st tranche

13,886
27,779

 

7 March 2016 – 2nd tranche

16,717
16,725

 

9 March 2015 – 3rd tranche

12,849
0

Annual Incentive Plan 2015

The Remuneration Committee has also reviewed the Annual Incentive Plan arrangements for 2015 and has determined that the following performance measures and weightings will apply to the financial and business objectives in 2015:


 

Financial objectives

70%

Revenue 30%88

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

Trading profit 30%

Trading cash 10%REMUNERATION IMPLEMENTATION REPORT

Business objectives

30%

Business process

People

Customer

The Board has determined that the disclosure of performance targets at this time is commercially sensitive. As explained on page 96, these targets are determined within the context of a five-year plan and the disclosure of these targets could give information to our competitors about details of our strategy which would enable them to compete more effectively with us to the detriment of our performance. At present, the Board would not be in a position to declare these targets at a later date, but will keep this under review.

For the financial performance measures, ‘Target’ is set at target performance as approved by the Board in the Budget for 2015. ‘Threshold’ and ‘Maximum’ are set at +/–3% from the target for revenue and trading profit measures and at +/–10% for the cash flow measure.

Details of awards made under the Equity incentiveIncentive Programme during 2017

Details of conditional awards over shares, granted as part of the Annual Equity Incentive Programme to Executive Directors under the rules of the Global Share Plan 2010 for their 2016 performance (awarded in 20142017) are shown below. The performance conditions and performance periods applying to these awards are detailed above.

Date granted

Number of shares

under award

Date vesting

Olivier Bohuon

7 March 2017

41,665

1/3 on 7 March 20152018

1/3 on 7 March 20162019

7 March 2014

61,683 ordinary shares

1/3 on 7 March 2017

Julie Brown2020

1/3 on 7 March 2015
1/3 on 7 March 2016

7 March 2014

26,497 ordinary shares1/3 on 7 March 2017

 

LOGO

Smith & Nephew Annual report 2014            87


CORPORATE GOVERNANCE

Remuneration reportcontinued

The precise awards granted in 20152018 to Olivier Bohuon and Graham Baker in respect of service in 20142017 will be announced when the awards are made and will be disclosed in the 20152018 Annual Report.

Olivier Bohuon has announced his intention to retire by the end of 2018 and will therefore not be entitled to receive an Equity Incentive Award in 2019 after ceasing to be an employee. He will therefore receive a cash amount equivalent to the Equity Incentive Award he would have received, if any, had he remained employed. This will be disclosed in full in the 2018 Remuneration Report.

The Equity Incentive Award element will operate in 2018 in exactly the same way as in 2017 and previous years. The Remuneration Committee will assess what has been achieved by the Executive Directors against the same financial and business objectives used to determine the level of their cash awards. The Remuneration Committee will assess how the Executive Directors have achieved their objectives by considering the role played by the Executive Directors in establishing an appropriate culture and set of values throughout the organisation. The level of Equity Incentive Award to be made will be determined according to the matrix on page 87.

LONG-TERM VARIABLE PAY

Performance Share Plan

Performance Share Programme – 2017 grants

Performance share awards granted in 20142017 were made to Executive Directors under the Global Share Plan 2010 to a maximum value of 190% of salary (95% for target performance). During 2016, the Remuneration Committee reviewed the operation of the Performance Share Programme and made changes to the performance measures and weightings which were included with the Remuneration Policy and approved at the Annual General Meeting on 6 April 2017. The four equally weighted performance measures are relative TSR, return on invested capital, sales growth and cumulative free cash flow. These measures are aligned with our financial priorities and strategies. Performance will be measured over the three financial years beginning in 2014from 1 January 2017 and awards will vest subject to performance and continued employment in 2017. 50%2020. Sufficient shares will be sold to cover taxation obligations and the Executive Directors will be required to hold the net shares for a further period of two years.

The two equally weighted peer groups against which the Company’s TSR performance will be measured are defined at the start of each performance period based on constituents of the following:

–  A sector-based peer group based on those companies classified as the S&P 1200 Global Healthcare subset comprising Medical Devices, equipment and supplies companies (official industry classifications of ‘Health Care Equipment and Supplies, Life Sciences Tools & Services and Health Care Technology’). This is a broader sector-based peer group than in previous years, so that we maintain a focus on outperforming our broad sector without being impacted by the volatility of a smaller group.

–  FTSE 100 constituents excluding financial services and commodities companies. This is in response to shareholders who assess our performance not based on sector, but instead based on the index we operate in.

The Group’s TSR performance and its performance relative to the comparator group is independently monitored and reported to the Remuneration Committee by Willis Towers Watson.

Total Shareholder Return (TSR) performance is relative to two separate indices as follows:

 

Award vesting as % of salary at date of grant

Relative TSR ranking

Sector Based Peer Group

FTSE100 Peer Group

Below median

Nil

Nil

Median

5.9375%

5.9375%

Upper quartile or above

23.75%

23.75%

Awards will vest on a straight-line basis between these points. If the Company’s TSR performance is below median, none of this part of the award will vest.


SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

89

Picture 118

Return on invested capital (ROIC), adds focus on enhancing operating performance and reducing the under-performing asset base. 25% of the award will vest subject to ROIC:

ROIC will be defined as:

Net Operating Profit1 less Adjusted Taxes2

(Opening Net Operating Assets + Closing Net Operating Assets3)/2

ROIC will be measured each year of the three-year performance period and a simple average of the three years will be compared to the targets below (precise numbers will be included in the Remuneration Report prospectively). The Remuneration Committee will have the discretion to adjust ROIC targets in the case of significant events such as material mergers, acquisitions and disposals and that such adjustment will be consistent with the deal model and approved by the Board at the time of the transaction.

1   Operating profit is as disclosed in the Group income statement in the Annual Report.

2   Adjusted taxes represents our taxation charge per the Group income statement adjusted for the impact of tax on items not included in Operating Profit notably interest income and expense, other finance costs and share of results of associates.

3   Net Operating Assets comprises net assets from the Group balance sheet (Total assets less Total liabilities) excluding the following items: Investments, Investments in associates, Retirement benefit assets and liabilities, Long-term borrowings, Bank overdrafts and loans, and Cash at bank.

The awards subject to ROIC will vest as follows:

Return on Invested Capital

Award vesting as % of salary

Below Threshold 11.1%

Nil

Threshold 11.1% (‑1.9% of target)

11.875%

Target 13% (as derived from the Strategic Plan)

23.75%

Maximum or above 14.9% (+1.9% of target)

47.5%

Awards will vest on a straight-line basis between these points.

Sales growth focuses on growth in both Established Markets and Emerging Markets. 25% of the award will be subject to sales growth and will vest as follows:

Sales growth over three-year period commencing 1 January 2017

Award vesting as % of salary

Below Threshold

Nil

Threshold (‑3% of target)

11.875%

Target

23.75%

Maximum or above (+3% of target)

47.5%

It is not possible to disclose precise targets for sales growth as this will give commercially sensitive information to our competitors concerning our growth plans and is potentially price sensitive information. This target however will be disclosed in the 2019 Annual Report, when the Committee will discuss performance against the target.

Cumulative free cash flow performance, 25% to revenue in Emerging & International Markets and 25% to TSR.

Free cash flow is defined as net cash inflow from operating activities, less capital expenditure.expenditure, less the cash flow input of certain adjusted items. Free cash flow is the most appropriate measure of cash flow performance because it relates to cash generated to finance additional investments in business opportunities, debt repayments and distribution to shareholders. This measure includes significant elements of operational financial performance and helps to align Executive Director awards with shareholder value creation.

The 50%It is important as it is derived from increased revenues and healthy trading profits. Having a healthy cash flow will enable us to continue to grow and invest. 25% of the award that will be subject to cumulative free cash flow performance and will vest as follows:

 

Cumulative free cash flow

Award vesting as % of salary

Below $1.64bn$1,482m

Nil

$1.64bn1,482m (‑13% of target)

11.875%

$1,703m

23.75%

$1.88bn1,924m or more (+13% of target)

47.5%


47.5%

$2.12bn or more

95%

Awards will vest on a straight-line basis between these points.

Revenue in Emerging & International Markets is defined as cumulative revenue over a three-year period opening 1 January 2014 from our Emerging & International Markets. The 25% of the award that will be subject to revenue in Emerging & International Market performance will vest as follows:

 

Revenue in Emerging &

International Markets

Award vesting as % of salary
Below ThresholdNil
Threshold11.875%
Target23.75%
Maximum or above47.5%

It is not possible to disclose precise targets for revenue growth in Emerging & International Markets as this will give commercially sensitive information to our competitors concerning our growth plans in Emerging & International Markets, which they could use against us to launch new products and enter new markets. This would be detrimental to our business in Emerging & International Markets, which are key to our success overall. ‘Target’ is set at target cumulative revenues from Emerging & International Markets in the corporate plan approved by the Board for the three years commencing 1 January 2014. ‘Threshold’ and ‘Maximum’ are set at +/– 15% from target. At present, the Board would not be in a position to declare these targets at a later date, but will keep this under review.

25% of the award will vest based on the Company’s Total shareholder Return (TSR) performance relative to a bespoke peer group of companies in the medical devices sector over a three-year period commencing 1 January 2014 as follows:

 

Relative TSR ranking

Award vesting as % of salary

Below median90

     GOVERNANCE

Nil

SMITH & NEPHEW ANNUAL REPORT 2017

Median

11.875%

Upper quartileREMUNERATION IMPLEMENTATION REPORT

47.5%

Awards will vest on a straight-line basis between these points. If the Company’s TSR performance is below median, none of this part of the award will vest.

The bespoke peer group for the 2014 awards comprises of the following companies: Baxter, Becton Dickinson, Boston Scientific, CR Bard, Coloplast, Conmed, Covidien, Edwards life Sciences, Medtronic, Nobel Biocare, Nuvasive, Orthofix, Stryker, St Jude Medical, Wright Medical and Zimmer.

The Group’s TSR performance and its performance relative to the comparator group is independently monitored and reported to the remuneration Committee by Towers Watson. TSR is calculated in common currency using a three-month averaging period at the start and end of the performance period. The Company has established protocols for dealing with companies that cease to be listed or merger and acquisition activity within the peer group.

Performance Share Programme 20152018

PerformanceA performance share awardsaward will be made in 20152018 to Executive DirectorsGraham Baker under the Global Share Plan 2010 to a maximum value of 190% of salary (95% for target performance). No performance share award will be made to Olivier Bohuon in 2018.

Performance will be measured over the three financial years commencing 1 January 2015 and will vest subject to performance and continued employment in 2018. Vesting will be subject to2018 against the same threefour equally weighted performance measures as appliesin 2017: relative TSR, return on invested capital, sales growth and cumulative free cash flow. On vesting, sufficient shares will be sold to cover taxation obligations and Graham Baker will be required to hold the awards madenet shares for a further period of two years.

TSR performance will be measured in 2014 using the same definitions andway as in 2017 as described on page 88 against the same comparator group. 50% of the award will vest subject to free cash flow performance, 25% to revenue in Emerging & International Markets and 25% to TSR.two peer groups.

The 50% of the award thatReturn on invested capital (ROIC) will be subject to free cash flow performancemeasured in the same way as in 2017, as described on page 89. The targets will vestbe as follows:

 

Cumulative free cash flow

Return on Invested Capital

Award vesting as % of salary

Below $1.58bnThreshold 11.6%

Nil

Threshold 11.6% (‑1.25% of target)

11.875%

Target 12.9% (as derived from the Strategic Plan)

23.75%

Maximum or above 14.1% (+1.25% of target)

47.5%

Awards will vest on a straight-line basis between these points.

Sales growth will be measured in the same way as in 2017, as described on page 89. The targets will be as follows:

Sales growth over three-year period commencing 1 January 2018

Award vesting as % of salary

Below Threshold

Nil

Threshold (‑2.7% of target)

11.875%

Target

23.75%

Maximum or above (+2.7% of target)

47.5%

It is not possible to disclose precise targets for sales growth as this will give commercially sensitive information to our competitors concerning our growth plans and is potentially price sensitive information. This target however will be disclosed in the 2020 Annual Report, when the Committee will discuss performance against the target.

Cumulative free cash flow will be measured in the same way as in 2017, as described on page 89. The targets will be as follows:

Cumulative free cash flow

Award vesting as % of salary

Below $1,575m

Nil

$1.58bn1,575m (‑13% of target)

11.875%

$1,810m

23.75%

$1.81bn2,046m or more (+13% of target)

47.5%


47.5%

$2.05bn or moreSMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

95%

91

The free cash flow performance measure target for 2015 is lower than the same target in 2014, primarily due to exchange rate movement, as well as the continued impact of the RENASYS hold in the US and restructuring charges associated with the Group Optimisation Plan, both of which were not factored in when setting the prior year target.

Vesting of Awards made in 2012

Picture 120

VESTING OF AWARDS MADE IN 2015

Performance Share Programme 2015

Since the end of the year, the Remuneration Committee has reviewed the vesting of conditional awards made to Executive Directors under the Global Share Plan 2010 in 2012.2015. Vesting of the conditional awards made in 20122015 was subject to performance conditions based on TSR, revenue in Emerging Markets and cumulative free cash flow measured over a three-year period commencing 1 January 2012.2015.

50%25% of the award was based on the Company’s TSR performance relative to a bespoke group of 12 Medical Devices companies. This group comprised of the following companies: Baxter, Becton Dickinson, Boston Scientific, Coloplast, Conmed, Edwards Life Sciences, Medtronic, NuVasive, Orthofix, Stryker, Wright Medical and Zimmer. The following companies delisted during the period and were therefore removed: Covidien, C R Bard, Nobel Biocare and St Jude Medical. Against this peer group, the Company’s TSR performance ranked below median meaning that this part of companiesthe award therefore vested at 0%.

25% of the award was based on revenues in the medical devices sector.Emerging Markets. The threshold set in 2015 was $2,395 million with a target of $2,818 million. Over the three-year period, ending 31 December 2014, the Company was ranked 7th out of 17 companiesadjusted revenues in the comparator group.Emerging Markets were $2,411 million. These adjustments include translational foreign exchange and Board-approved M&A . This part of the award therefore vested at 58.5%.13% out of the 25% target.

50% of the award was based on cumulative free cash-flowcash flow performance. Over the same three-year period, the adjusted cumulative free cash free cash-flowflow was $1.642 billion.$2,024 million which is between target and maximum. These adjustments include items such as Board approvedBoard-approved M&A, including the acquisition of HealthpointBlueBelt and ArthroCare but do not include itemsBoard-approved Business Plans such as the proceeds of the sale of the Gilberdyke business or the repayment of the Bioventus loan which are excluded from free cash.metal-on-metal settlements. This part of the award therefore vested at 55.5%95%.

 

 

 

 

 

 

 

Threshold

Target

Maximum

Actual

Percentage
Vesting

TSR

Median

 – 

Upper Quartile

Below Median

0%

Emerging Markets Sales

 $2,395m

$2,818m

$3,240m

$2,411m

13%

Cumulative Free Cash Flow

 $1,578m

$1,814m

$2,050m

$2,024m

95%

Overall therefore, the conditional awards made in 20122015 will vest at 57%54% of maximum (108% of target) on 89 March 20152018 as follows:

 

 

Director  Date of grant  Number of shares
under award
  Number vesting     

Date of grant

Number of shares under
award at maximum

Number vesting

Olivier Bohuon

  8 March 2012  267,304  152,363     

9 March 2015

133,156
71,904

88Smith & Nephew Annual report 2014


 

Summary of scheme interests awarded during the financial year

 

  Olivier Bohuon  Julie Brown
 

 

  

 

Basis on which award is made Number of shares Face value  Number of shares  Face value

 

Annual Equity Incentive Award (see page 86)    
 61,683702,97526,497£250,000
Performance Share Award (see page 88)    
190% base salary at maximum180,3042,054,850100,688£950,000
95% base salary at target90,1521,027,42550,344£475,000

Please see Policy Table on pages 96 to 97 for details of how the above plans operate. The number of shares is calculated using the closing share price on the day before the grant, which for the awards granted on 7 March 2014 was 943.5 pence.

Details of awards made under the Performance Share ProgrammeDETAILS OF OUTSTANDING AWARDS MADE UNDER THE PERFORMANCE SHARE PROGRAMME

Details of conditional awards over shares granted to Executive Directors subject to performance conditions are shown below. These awards were granted under the Global Share Plan 2010. The performance conditions and performance periods applying to these awards are detailed on pages 96 to 97.88 and 89.

 

Date grantedNumber of ordinary shares under award         Date of vesting

 

Olivier Bohuon8 March 2012(i)267,304        8 March 2015

 

7 March 2013240,928        7 March 2016

Date granted

Number of ordinary

shares

under award at

maximum

Date of vesting

Olivier Bohuon

9 March 2015

7
133,1561

9 March 2014

180,304        7 March 20172018

 

Julie Brown7 March 2013132,866

7 March 2016

146,620

7 March 2019

 

7 March 2014100,688

7 March 2017

158,328

7 March 2020

Graham Baker

7  March 2017

79,166

7 March 2020

(i) On 3

1On 6 February 2015, 43%2018, 46% of the award granted at maximum to Olivier Bohuon lapsed following completion of the performance period.

DetailsSUMMARY OF SCHEME INTERESTS AWARDED DURING THE FINANCIAL YEAR

 

 

 

 

 

 

Olivier Bohuon

Graham Baker1

 

Number of shares

Face value

Number of shares

Face value

Annual Equity Incentive Award (see page 87)

41,665

€589,745

– 

– 

Performance Share Award at maximum (see page 91)

158,328

€2,241,030

79,166

£969,000

1     Annual Equity Incentive Awards for 2017 were based on performance for 2016, hence Graham Baker received no award.

Please see Policy Table on pages 99 and 100 for details of option grants underhow the All-Employee ShareSave Planabove plans operate. The number of shares is calculated using the closing share price on the day before the grant, which for the awards granted on 7 March 2017 was 1,224p.

Details of options held by Executive Directors under the Smith & Nephew ShareSave Plan (2012) are shown below.


 

 

Director    Date granted

92

Number of shares

under option     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

Date of vesting

Exercise periodOption price

 

1 November 2018 to
Julie Brown    17 September 20132,400 ordinary shares1 November 201830 April 2019£6.25

Details of one-off awards

Details of the award granted to Julie Brown on joining the Company to compensate her for shares forfeited on leaving her former company are shown below. This award was made under Listing Rule 9. There are no performance conditions attaching to these shares other than continued service.

 

 

Director

REMUNERATION IMPLEMENTATION REPORT

Date grantedNumber of shares under awardDate of vesting

SINGLE TOTAL FIGURE ON REMUNERATION

Chairman and Non-Executive Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic annual fee1

 

Committee Chairman /
Senior Independent
Director fee

 

Intercontinental travel fee

 

 

 

Total

Director

 

2017 

 

2016

 

2017

 

2016

 

2017

 

2016

 

2017

 

2016

Roberto Quarta

    

£

412,000 

    

£

409,750 

    

 

– 

    

 

– 

    

£

7,000 

    

£

3,500 

    

£

419,000 

    

£

413,250 

Vinita Bali2

 

£

36,750 

 

£

63,000 

 

 

– 

 

 

– 

 

£

7,000 

 

£

21,000 

 

£

43,750 

 

£

84,000 

 

 

$

59,780 

 

$

9,780 

 

 

 

 

 

 

 

$

21,000 

 

 

– 

 

$

80,780 

 

$

9,780 

Ian Barlow

 

£

68,135 

 

£

68,135 

 

£

20,000 

 

£

18,750 

 

£

7,000 

 

£

3,500 

 

£

95,135 

 

£

90,385 

Virginia Bottomley

 

£

68,135 

 

£

68,135 

 

 

– 

 

 

– 

 

£

7,000 

 

£

3,500 

 

£

75,135 

 

£

71,635 

Erik Engstrom

 

£

68,135 

 

£

68,135 

 

 

– 

 

 

– 

 

£

7,000 

 

£

3,500 

 

£

75,135 

 

£

71,635 

Robin Freestone

 

£

68,135 

 

£

68,135 

 

£

16,667 

 

 

– 

 

£

7,000 

 

£

3,500 

 

£

91,802 

 

£

71,635 

Michael Friedman

 

$

129,780 

 

$

129,780 

 

$

35,000 

 

$

33,000 

 

$

42,000 

 

$

35,000 

 

$

206,780 

 

$

197,780 

Brian Larcombe3

 

£

20,750 

 

£

68,135 

 

£

1,277 

 

£

18,750 

 

 

– 

 

£

3,500 

 

£

22,027 

 

£

90,385 

Marc Owen4  

 

$

30,000 

 

 

– 

 

 

– 

 

 

– 

 

$

14,000 

 

 

– 

 

$

44,000 

 

 

– 

Joseph Papa

 

$

129,780 

 

$

129,780 

 

$

35,000 

 

$

33,000 

 

$

35,000 

 

$

35,000 

 

$

199,780 

 

$

197,780 

Angie Risley5

 

£

18,173 

 

 

– 

 

 

– 

 

 

– 

 

£

7,000 

 

 

– 

 

£

25,173 

 

 

– 

1The basic annual fee includes shares purchased for the Chairman and Non-Executive Directors in lieu of part of the annual fee, details of which can be found on the table on page 104.

2Vinita Bali elected to receive the payment of her fee in US$ in August 2017 having previously been in GBP.

3Brian Larcombe retired from the Board with effect from 6 April 2017.

4Marc Owen was appointed to the Board with effect from 1 October 2017.

5Angie Risley was appointed to the Board with effect from 18 September 2017.

Chairman and Non-Executive Director Fees

In February 2018, the Remuneration Committee reviewed the fees paid to the Chairman and determined that with effect from 1 April 2018 the fees paid would increase by 2%. The Board reviewed the fees paid to the Non-Executive Directors and determined that with effect from 1 April 2018, the fees paid in GBP would be increased by 2% and the fees paid in US$ would remain unchanged as follows:

 

Julie Brown7 March 201325,000 ordinary shares4 February 2016

Single total figure on remuneration – Chairman and Non-executive Directors

           
  

 

  
  Director Basic annual fee(i) 

  Senior Independent Director/

Committee fee

 Intercontinental travel fee Total  
  

 

  
 20132014201320142013201420132014 
  

 

  
 Roberto Quarta(ii)£4,846£334,673N/AN/A£0£7,000£4,846£341,673 
  

 

  
 Vinita Bali(iii)N/A£5,250N/AN/AN/A£3,500N/A£8,750 
  

 

  
 Ian Barlow£66,150£66,150£15,000£15,000£7,000£7,000£88,150£88,150 
  

 

  
 Virginia Bottomley£66,150£66,150N/AN/A£7,000£7,000£73,150£73,150 
  

 

  
 Sir John Buchanan(iv)£420,000£112,307N/AN/AN/AN/A£420,000£112,307 
  

 

  
 Michael Friedman$126,000$126,000N/A$11,250$28,000$35,000$154,000$172,250 
  

 

  
 Pamela Kirby(v)£66,150£36,750£15,000£8,750£7,000N/A£88,150£45,500 
  

 

  
 Brian Larcombe£66,150£66,150N/A£10,865£7,000£7,000£73,150£84,015 
  

 

  
 Joseph Papa$126,000$126,000$27,000$27,000$28,000$35,000$181,000$188,000 
  

 

  
Ajay Piramal(vi)£66,150£10,500N/AN/A£10,500N/A£76,650£10,500
 

 

 
Richard De Schutter(vii)$126,000$33,692$27,000$7,580$35,000$14,000$188,000$55,273
 

 

 

(i)The basic annual

Annual fee includes shares purchased forpaid to the Chairman and Non-executive Directors in lieu of part of the annual fee, details

£420,240 of which can be found on the table on page 101.£105,060 paid in shares

Annual fee paid to Non-Executive Directors

£69,500 of which £6,500 paid in shares
Or $129,780 of which $9,780 paid in shares

Intercontinental travel fee (per meeting)

£3,500 or $7,000

Fee for Senior Independent Director and Committee Chairman

£20,000 or $35,000

(ii)Appointed to the Board on 4 December 2013 and as Chairman of the Company on 10 April 2014.  (iii) Appointed to the Board on 1 December 2014.  (iv) Retired from the Board on 10 April 2014.
(v)Retired from the Board on 31 July 2014  (vi) Retired from the Board on 24 March 2014  (vii) Retired from the Board on 10 April 2014  (vi) Erik Engstrom is not included in the table because he joined the Board on 1 January 2015.

LOGO

Smith & Nephew Annual report 2014            89


CORPORATE GOVERNANCE

Remuneration reportcontinued

 

Chief Executive Officer’s remuneration compared to employees generally

The percentage change in the remuneration of the Chief Executive Officer between 20132016 and 20142017 compared to that of employees generally is as follows:

 

 

 

 

 

Base salary
% change
2017

Benefits %
change 2017

Annual cash
bonus %
change 2017

Chief Executive Officer

0%
6.6%
103.9%

Average for all employees

3.3%

N/A

N/A

 

                          
        Base salary       Benefits       Annual cash bonus    
        % change 2014       % change 2014       % change 2014    
  Chief Executive Officer     3.0       154.0       -46.9    
  Average for all employees     3.0       N/A           

The average cost of wages and salaries for employees generally decreased by 10% in 2017 (see Note 3.1 to the Group accounts). Figures for annual cash bonuses are included in the numbers.

The Committee is mindful that the Government now requires quoted companies to publish their Chief Executive Officer’s pay in relation to its workforce. The Committee awaits the Government’s advice on the exact method of calculation, but aims to publish this information in the 2018 Annual Report.

 


(i)

The average cost of wages and salaries for employees generally increased by 1.57% in 2014 (see Notes 2.4 and 3.1 of the Notes to the Group accounts.) Figures for annual cash bonuses are included in the numbers.

SMITH & NEPHEW ANNUAL REPORT 2017

GOVERNANCE    

93

Picture 122

Payments made to past Directors

No payments were made to former directorsDirectors in the year.year, other than base payments made to Julie Brown for the 11 days worked in January 2017, as disclosed on page 83.

Payments for loss of office

No payments were made in respect of a Director’s loss of office in 2014.2017.

Service contracts

Executive Directors are employed on rolling service contracts with notice periods of up to 12 months from the Company and six months from the Executive Director. Further information can be found on page 102 of the Policy Report.

Outside Directorshipsdirectorships

Olivier Bohuon is a Non-executiveNon-Executive Director of Virbac SA and received21,000 €21,000 in respect of this appointmentappointment. He is also a Non-Executive Director of Shire Plc and received €107,466 in 2014.cash and £24,053 in shares in respect of this appointment. Julie Brown is a Non-Executive Director of Roche Holding Ltd and received a fee of CHF10,849 until 11 January 2017.

Directors’ interests in ordinary shares

Beneficial interests of the Executive Directors in the ordinary shares of the Company are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Olivier Bohuon

 

Graham Baker

 

Julie Brown

 

1 January 
2017

31 December 
2017

16 February
2018
1

 

1  March 
2017
2

31 December 
2017

16 February
2018
1

 

1 January
2017

11 January
2017
3

Ordinary shares

424,288 

467,811 

467,811 

4

– 

– 

 

90,040 

90,040 

Share options

– 

– 

– 

 

– 

– 

– 

 

2,400 

– 

Performance share awards5

460,080 

423,680 

362,428 

 

– 

79,166 

79,166 

 

273,598 

– 

Equity Incentive awards

96,417 

87,956 

87,956 

 

– 

– 

– 

 

50,649 

– 

Other awards

– 

– 

– 

 

– 

– 

– 

 

– 

– 

 

             Olivier Bohuon                         Julie Brown                
    

 

 

     

 

 

 
      1 January 2014       31 December 2014       23 February 2015(i)      1 January 2014       31 December 2014       23 February 2015(i) 

Ordinary shares

     111,238       210,974       210,974(iii)      0       25,000       38,211(iv) 

Share options

     151,698       0       0       2,400       2,400       2,400(v) 

Performance share awards(ii)

     735,779       688,536       573,595       132,886       233,554       233,554  

Equity Incentive awards

     143,387       147,114       147,114       0       26,497       26,497  

Other awards

     66,666       0       0       75,000       50,000       25,000  

1     The latest practicable date for this Annual Report.

(i)The latest practicable date for this Annual Report.
(ii)These share awards are subject to further performance conditions before they may vest, as detailed on pages 96 to 97.
(iii)The ordinary shares held by Olivier Bohuon on 23 February 2015 represent 304.9% of his base annual salary.
(iv)The ordinary shares held by Julie Brown on 23 February 2015 represent 87.8% of her base annual salary.
(v)This option was granted under the Smith & Nephew ShareSave Plan (2012).

2     Graham Baker was appointed to the Board from 1 March 2017.

3     Julie Brown retired from the Board on 11 January 2017.

4     The ordinary shares held by Olivier Bohuon on 16 February 2018 represent 571.6% of his base annual salary and for Graham Baker 0% of his base salary.

5     These share awards are subject to further performance conditions before they may vest, as detailed on pages 88–90.

The beneficial interest of each Executive Director is less thatthan 1% of the ordinary share capital of the Company. In addition, Olivier Bohuon holds 50,000 deferred shares. Following the redenomination of ordinary shares into US dollarsUS$ on 23 January 2006, the Company issued 50,000 deferred shares. These shares are normally held by the Chief Executive Officer and are not listed on any Stockstock exchange and have extremely limited rights attached to them.

Beneficial interests of the Chairman and Non-executiveNon-Executive Directors in the ordinary shares of the Company are as follows:

 

 

 

 

 

Director

1 January 2017 (or
date of appointment if later)

31 December 2017 (or
date of retirement if
earlier)

16 February 20181

Shareholding as %
of annual fee
2

Roberto Quarta3 

24,156 

28,261 

28,261 

87.8 

Vinita Bali4

6,522 

6,836 

6,836 

130.7 

Ian Barlow

18,786 

19,009 

19,009 

357 

Virginia Bottomley

18,473 

18,714 

18,714 

351.4 

Erik Engstrom

15,350 

15,547 

15,547 

292 

Robin Freestone

15,310 

15,525 

15,525 

291.5 

Michael Friedman4

9,476 

9,910 

9,910 

139.4 

Brian Larcombe

40,718 

40,718 

N/A

N/A

Marc Owen

– 

– 

7,000 

98.5 

Joseph Papa4

13,547 

13,860 

13,860 

195 

Angie Risley

– 

– 

1,601 

30.1 

 

Director     
 
1 January 2014 (or date of
appointment) if later
  
  
     
 
31 December (or date of
retirement if earlier)
  
  
     23 February 2015(i)       
 
Shareholding as % of
annual  fee(ii)
  
  

Roberto Quarta

     0       15,136       15,136       44.7%  

Vinita Bali

     0       0       0       0%  

Ian Barlow

     18,232       18,403       18,403       328.6%  

Virginia Bottomley

     17,820       18,056       18,056       322.4%  

Sir John Buchanan

     166,337       166,337                

Erik Engstrom

     N/A       15,000       15,000       267.8%  

Michael Friedman(iii)

     8,624       8,822       8,822       127.7%  

Pamela Kirby

     15,232       15,232                

Brian Larcombe

     40,212       40,368       40,368       720.7%  

Joseph Papa(iii)

     12,799       12,997       12,997       188.2%  

Ajay Piramal

     240       240                

Richard De Schutter

     220,299       220,299                

1     The latest practicable date for this Annual Report.

(i)The latest practicable date for this Annual Report.
(ii)Calculated using the closing share price of 1,181p per ordinary share and $36.49 per ADS on 23 February 2015, and an exchange rate of £1/$1.5449.
(iii)Michael Friedman and Joseph Papa hold some of their shares in the form of ADS.

2     Calculated using the closing share price of 1,279.50p per ordinary share and $36.54 per ADS on 16 February 2018, and an exchange rate of £1/$1.4027.

3     All Non-Executive Directors in office since 1 January 2017 held the required shareholding during the year except the Chairman.

4     Vinita Bali, Michael Friedman and Joseph Papa hold some of their shares in the form of ADS.

5     Brian Larcombe retired from the Board on 6 April 2017.

The beneficial interest of each Non-executiveNon-Executive Director is less thatthan 1% of the ordinary share capital of the Company.

 


90Smith & Nephew Annual report 2014


 

 

94

     GOVERNANCE

SMITH & NEPHEW ANNUAL REPORT 2017

REMUNERATION IMPLEMENTATION REPORT

Relative importance of spend on pay

The following table sets out the total amounts spent in 20142017 and 20132016 on remuneration, the attributable profit for each year and the dividends declared and paid in each year.

 

For the year to
31 December 20142017

For the year to
31 December 20132016

% change

Attributable profit for the year

 $767m

$501m $784m

$556m-2%

-9.89%

Dividends paid during the year

 $269m

$250m $279m

$239m-4%

4.60%

Share buyback(i)

 $52m¹

$75m $368m²

$226m

-66.81%

86%

Total Group spend on remuneration

 $1,157m

$1,237m $1,227m

$998m

23.95%-6%

 

(i)Share buy-back programme ceased during 2014 following the acquisition of ArthroCare. Shares are bought in the market in respect of shares issued as part of the executive and employee share plans.
See note 19.2 on page 154 for further information.

1    Shares are bought in the market in respect of shares issued as part of the executive and employee share plans.

2    Following the disposal of the Gynaecology business in August 2016, the Company commenced a $300m share buy-back programme which completed during 2016. See Note 19.2 for further information.

Total Shareholder Return

A graph of the Company’s TSR performance compared to that of the FTSE 100 index is shown below in accordance with Schedule 8 to the Regulations.

Six Year Total Shareholder Return

(measured in UK sterling, based on monthly spot values)

LOGOPicture 72

However, as we compare the Company’s performance to a tailored sector peer group of medical devices companies (see page 88,88), when considering TSR performance in the context of the Global Share Plan 2010, we feel that the following graph showing the TSR performance of this peer group is also of interest.

Six Year Total Shareholder ReturnPicture 75

(measured in US dollars, based on monthly spot values)

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Remuneration reportcontinued

 

Picture 124

 

Table of historic data

The following table details information about the pay of the Chief Executive Officer in the previous fivenine years:

 

Long-term incentive vesting rates against maximum opportunity

Long-term incentive vesting

rates against maximum opportunity

  

  

Year  Chief Executive Officer    
 
Single figure of
            total remuneration
  
  
  
 
 
Annual Cash Incentive
payout against maximum
%
  
  
  
   Performance shares %                 Options %  

Chief Executive
Officer

Single figure
of total remuneration $

  

Annual Cash Incentive payout against maximum %

Performance shares %

Options %

2017

Olivier Bohuon

 $5,032,925

 

60.67

54

– 

2016

Olivier Bohuon

 $3,332,850

 

30
8

– 

2015

Olivier Bohuon

 $5,342,377

 

75
33.5

– 

2014  Olivier Bohuon    $6,594,989    65     57     N/A  

Olivier Bohuon

 $6,785,121

 

43
57

– 

2013  Olivier Bohuon    $4,692,858(iv)   84     N/A     N/A  

Olivier Bohuon

 $4,692,858

 

84
0

– 

2012  Olivier Bohuon    $4,956,771    84     N/A     N/A  

Olivier Bohuon

 $4,956,771

 

84

N/A

– 

2011  Olivier Bohuon(i),(iii)   $7,442,191    68     N/A     N/A  

Olivier Bohuon1,2

 $7,442,191

 

68

N/A

– 

2011  David Illingworth(ii)   $3,595,787    37     27     27  

David Illingworth3

 $3,595,787

 

37
27

27 

2010  David Illingworth    $4,060,707    57     70     61  

David Illingworth

 $4,060,707

 

57
70

61 

2009  David Illingworth    $4,406,485    59     46     59  

 

(i)Appointed Chief Executive Officer on 1 April 2011
(ii)Resigned as Chief Executive Officer on 1 April 2011
(iii)

1    Appointed Chief Executive Officer on 1 April 2011.

2    Includes recruitment award of1,400,000 cash and a share award over 200,000 ordinary shares with a value of1,410,000 on grant

(iv)Prior years are restated to reflect amounts not known at the date of signing the previous annual report.

Implementation of remuneration policy in 2015€1,400,000 cash and a share award over 200,000 ordinary shares with a value of €1,410,000 on grant.

The Remuneration Committee proposes3    Resigned as Chief Executive Officer on 1 April 2011.

4    Prior years are restated to make no changes toreflect amounts not known at the way thatdate of signing the remuneration policy is implemented in 2015 from how it was implemented in 2014, other than increasing base salaries in line with salary increases across the Group,previous Annual Report.

5    Calculated as explained91% (actual payout) disclosed on page 85 and setting new targets for87 divided by the Annual Incentive Plan and the Performance Share Programme, as explained on page 88.

maximum potential payout of 150%.

Statement of voting at Annual General Meeting held in 20142017

At the Annual General Meeting held on 106 April 2014,2017, votes cast by proxy and at the meeting and votes with-heldwithheld in respect of the two votes on the Directors’ Remuneration Policy and the Directors’ remuneration reportReport were as follows:

 

 

 

 

 

 

 

Resolution

Votes for

% for

Votes against

% against

Total votes validly cast

Votes withheld

Approval of the Directors’ Remuneration Policy

578,383,031
98.30
10,003,885
1.70
588,386,916
1,422,700

Approval of the Directors’ Remuneration Report

581,873,387
98.85
6,787,211
1.15
588,660,598
1,149,020

 

Resolution     Votes for       % for       Votes against       % against    Total votes validly cast       Votes withheld  
Approval of Directors’ Remuneration Policy     586,941,104       93.50%       40,818,512       6.50%    627,759,616       1,990,842  
Approval of Directors’ remuneration report     615,870,158       97.97%       12,774,146       2.03%    628,644,304       1,106,154  

Joseph Papa, ChairmanThe Remuneration Committee is mindful of the RemunerationGovernment’s new requirements to engage more with employee stakeholders on all matters of remuneration. The Committee has metis currently reviewing how best to implement this and will communicate with employees accordingly. Gender pay is also a number of shareholders2018 focus for the Committee, a programme to ensure women are fully supported in previous years to discuss remuneration matters and met and held calls with the holders of around 28%their careers at Smith & Nephew will be part of the shares in 2013. In 2014, he offered againCommittee’s agenda during this time of improvement as we look to meet with shareholders to discuss remuneration matters. Very few shareholders accepted his invitation to meet, acknowledging that shareholders were broadly happy with our remuneration arrangements and had no concerns that they wished to discuss. He did however meet with shareholders holding around 2% of the share capital, who also indicated their broad support for our remuneration arrangements. Joseph Papa is always happy to meet and talk to shareholders who wish to discuss remuneration matters with him.

92Smith & Nephew Annual report 2014


Other remuneration mattersfuture.

Senior Managementmanagement remuneration

The Group’s administrative, supervisory and management body (the ‘Senior Management’)(senior management) is comprised for US reporting purposes, of Executive Directors and Executive officers.Officers. Details of the current Executive Directors and Executive Officers are given on pages 54 to 59.50 and 54-55.

Compensation paid to Senior Managementsenior management in respect of 2014, 20132015, 2016 and 20122017 was as follows:

 

 

 

 

 

2017
2016
2015

Total compensation (excluding pension emoluments, but including cash payments under the performance-related incentive plans)

 $13,573,000 

 $12,874,000 

 $13,971,000 

Total compensation for loss of office

 $2,711,000 

– 

– 

Aggregate increase in accrued pension scheme benefits

– 

– 

– 

Aggregate amounts provided for under supplementary schemes

 $872,000 

 $1,112,000 

 $698,000 

 

   2012       2013       2014  
Total compensation (excluding pension emoluments, but including cash payments under the performance-related incentive plans)  $15,249,000       $14,186,000       $12,725,000  
Total compensation for loss of office  $0       $0       $2,664,000  
Aggregate increase in accrued pension scheme benefits  $229,000       $257,000       $16,000  
Aggregate amounts provided for under supplementary schemes  $537,000       $414,000       $507,000  


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REMUNERATION IMPLEMENTATION REPORT

As at 2316 February 2015, the Senior Management2018, senior management owned 376,202720,897 shares and 100,8553,015 ADSs, constituting less than 0.1% of the share capital of the Company.

Details of share awards granted during the year and held as at 2316 February 20152018 by members of Senior Managementsenior management are as follows:

 

Share awards granted
during the year

Total share awards
held as at 16
February 2018

Equity Incentive awards

306,903
319,377

Performance Share awards at maximum

617,156
1,033,315

Conditional share awards under the Global Share Plan 2010

190,464
197,510

Options under Employee ShareSave plans

0
4,559

Options under the Global Share Plan 2010

0
0

 

   Share awards granted during the year    
 
                 Total share awards held as at
23 February 2015
  
  
Equity Incentive awards  209,623    400,695  
Performance Share awards  582,474    1,397,597  
Conditional share awards under the Global Share Plan 2010  11,596    87,830  
Options under Employee ShareSave plans and under the Global Share Plan 2010  2,042    4,442  

Dilution headroom

The Remuneration Committee ensures that at all times the number of new shares which may be issued under any share-based plans, including all-employee plans, does not exceed 10% of the Company’s issued share capital over any rolling ten-year10‑year period (of which up to 5% may be issued to satisfy awards under the Company’s discretionary plans). The Company monitors headroom closely when granting awards over shares taking into account the number of options or shares that might be expected to lapse or be forfeited before vesting or exercise. In the event that insufficient new shares are available, there are processes in place to purchase shares in the market to satisfy vesting awards and to net-settle option exercises.

Over the previous 10 years (2005(2008 to 2014)2017), the number of new shares issued under our share plans has been as follows:

All-employee share plans

7,991,875 (0.89%

7,275,468 (0.83% of issued share capital as at 2316 February 2015)2018)

Discretionary share plans

37,853,815 (4.23%

33,119,507 (3.79% of issued share capital as at 2316 February 2015)2018)

 

By order of the Board, on 2522 February 20152018

Picture 6

 

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Joseph Papa

Chairman of the Remuneration Committee

 


 

 

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Remuneration reportcontinued

 

REMUNERATION THE POLICY REPORT

Picture 126

 

The Policy Report

The Remuneration Committee presents the Directors’ remuneration policy report, which was approved by shareholders at the Annual General Meeting held on 10 April 2014.

Future policy table

Executive DirectorsFUTURE POLICY TABLE – EXECUTIVE DIRECTORS

The following table and accompanying notes explain the different elements of remuneration we pay to our Executive Directors:

All figures in this policy table are as at 2014 when the Policy ReportDirectors. It was approved by shareholders at the 2017 Annual General Meeting on 6 April 2017.

BASE SALARY AND BENEFITS

How the component supports the short-

and long-term strategy of the Company

How the component operates

Base salary and benefits

Base salary

We are a FTSE 50 listed company, operating in over 100 countries around the world. Our strategy to generate cash from Established Markets in order to invest for growth in Emerging Marketshigher growth geographies and franchises means that we are competing for international talent and our base salaries therefore need to reflect what our Executive Directors would receive if they were to work in another international company of a similar size, complexity and geographical scope.

How the component operates

Maximum levels of payment

Framework in which performance is assessed

Salaries are normally reviewed annually, with any increase applying from 1 April.

Salary levels and increases take account of:

–  marketMarket movements within a peer group of similarly sized UK listed companies;

–  scopeScope and responsibility of the position;

–  skill/Skill/experience and performance of the individual Director;

–  generalGeneral economic conditions in the relevant geographic market; and

–  averageAverage increases awarded across the Company, with particular regard to increases in the market in which the Executive is based.

Payment in lieu of pension

In order to attract and retain Executive Directors with the capability of driving our corporate strategy, we need to provide market-competitive retirement benefits similar to the benefits they would receive if they were to work for one of our competitors.

Current Executive Directors receive an allowance in lieu of membership of a Company-run pension scheme.

Base salary is the only component of remuneration that is pensionable.

At the same time, we seek to avoid exposing the Company to defined benefit pension risks, and where possible will make payments in lieu of providing a pension.

Benefits

In order to attract and retain Executive Directors with the capability of driving our corporate strategy, we need to provide a range of market-competitive benefits similar to the benefits they would receive if they were to work for one of our competitors.

It is important that our Executive Directors are free to focus on the Company’s business without being diverted by concerns about medical provision, risk benefit cover or, if required, relocation issues.

A wide range of benefits may be provided depending on the benefits provided for comparable roles in the location in which the Executive Director is based. These benefits will include, as a minimum, healthcare cover, life assurance, long-term disability, annual medical examinations, company car or car allowance. The Committee retains the discretion to provide additional benefits where necessary or relevant in the context of the Executive’s location.

Where applicable, relocation costs may be provided in line with Company’s relocation policy for employees, which may include removal costs, assistance with accommodation, living expenses for self and family and financial consultancy advice. In some cases such payments may be grossed up.

All-employee arrangements

All-employee share plans

To enable Executive Directors to participate in all-employee share plans on the same basis as other employees.

ShareSave Plans are operated in the UK and 27 other countries internationally. In the US, an Employee Stock Purchase Plan is operated. These plans enable employees to save on a regular basis and then buy shares in the Company. Executive Directors are able to participate in such plans on a similar basis to other employees, depending on where they are located.

94Smith & Nephew Annual report 2014


Maximum levels of payment

Framework in which performance is assessed

The base salary of the Executive Directors with effect from 1 April 20142017 will be as follows:

–  Olivier Bohuon €1,179,490.1,111,782

Julie Brown £514,000

–  Graham Baker £510,000.

The factors noted in the previous column will be taken into consideration when making increases to base salary and when appointing a new Director.

In normal circumstances, base salary increases for Executive Directors will relate to the geographic market and peer group. In addition, the average increases for employees across the Group will be taken into account. The Remuneration Committee retains the right to approve higher increases when there is a substantial change in the scope of the Executive Director’s role. A full explanation will be provided in the Implementation Report should higher increases be approved in exceptional cases.

Performance in the prior year is one of the factors taken into account and poor performance is likely to lead to a zero salary increase.

Payment in lieu of pension

In order to attract and retain Executive Directors with the capability of driving our corporate strategy, we need to provide market-competitive retirement benefits similar to the benefits they would receive if they were to work for one of our competitors.

At the same time, we seek to avoid exposing the Company to defined benefit pension risks, and where possible will make payments in lieu of providing a pension.

How the component operates

Maximum levels of payment

Framework in which performance is assessed

Current Executive Directors receive an allowance in lieu of membership of a Company-run pension scheme.

Base salary is the only component of remuneration which is pensionable.

Up to 30% of base salary.

The level of payment in lieu of a pension paid to Executive Directors is not dependent on performance.

 


 

 

 

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REMUNERATION THE POLICY REPORT

Benefits

In order to attract and retain Executive Directors with the capability of driving our corporate strategy, we need to provide a range of market-competitive benefits similar to the benefits they would receive if they were to work for one of our competitors.

It is important that our Executive Directors are free to focus on the Company’s business without being diverted by concerns about medical provision, risk benefit cover or, if required, relocation issues.

How the component operates

Maximum levels of payment

Framework in which performance is assessed

A wide range of benefits may be provided depending on the benefits provided for comparable roles in the location in which the Executive Director is based. These benefits will include, as a minimum, healthcare cover, life assurance, long-term disability, annual medical examinations, company car or car allowance. The Committee retains the discretion to provide additional benefits where necessary or relevant in the context of the Executive’s location.

Where applicable, relocation costs may be provided in-line with Company’s relocation policy for employees, which may include removal costs, assistance with accommodation, living expenses for self and family and financial consultancy advice. In some cases such payments may be grossed up.

The policy is framed by the nature of the benefits that the Remuneration Committee is willing to provide to Executive Directors. The maximum amount payable will depend on the cost of providing such benefits to an employee in the location at which the Executive Director is based. shareholdersShareholders should note that the cost of providing comparable benefits in different jurisdictions may vary widely.

As an indication, the cost of such benefits provided in 20132016 was as follows:

–  Olivier Bohuon €150,511.80,705

–  Julie Brown £14,400

£22,244.

The maximum amount payable in benefits to an Executive Director, in normal circumstances, will not be significantly more than amounts paid in 20132016 (or equivalent in local currency). The Remuneration Committee retains the right to pay more than this should the cost of providing the same underlying benefits increase or in the event of a relocation. A full explanation will be provided in the Implementation Report should the cost of benefits provided be significantly higher.

The level and cost of benefits provided to Executive Directors is not dependent on performance but on the package of benefits provided to comparable roles within the relevant location.

ALL-EMPLOYEE ARRANGEMENTS

 

 

All-employee share plans

To enable Executive Directors to participate in all-employee share plans on the same basis as other employees.

How the component operates

Maximum levels of payment

Framework in which performance is assessed

ShareSave Plans are operated in the UK and 31 other countries internationally. In the US, an Employee Stock Purchase Plan is operated. These plans enable employees to save on a regular basis and then buy shares in the Company. Executive Directors are able to participate in such plans on a similar basis to other employees, depending on where they are located.

Executive Directors may currently invest up to £250£500 per month in the UK ShareSave Plan. The Remuneration Committee may exercise its discretion to increase this amount up to the maximum permitted by the HM Revenue & Customs. Similar limits will apply in different locations.

The potential gains from all-employee plans are not based on performance but are linked to growth in the share price.

 


 

 

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Directors’ remuneration reportcontinued

Future policy table

Executive Directorscontinued

SMITH & NEPHEW ANNUAL REPORT 2017

How the component supports the short-GOVERNANCE    

and long-term strategy of the Company99

 

How the component operates

 

 

Annual incentives

 

 

Picture 128

ANNUAL INCENTIVES

Annual Incentive Plan – Cash Incentive

To motivate and reward the achievement of specific annual financial and business objectives related to the Company’s strategy and sustained through a clawback mechanism explained more fully in the notes.

The objectives which determine the payment of the annual cash incentive and the level of the annual equity award are linked closely to the Group strategy.

The financial measures of revenue, trading profitRevenue, Trading Profit Margin and cash flow underlieTrading Cash Flow underline our strategy for growth and the need to generate cash to fund future growth.

The business objectives are also linked to the Group strategy. These change from year to year to reflect the evolving strategy, but will typically be linked to the Strategic Priorities set out in this Annual Report. The Implementation Report each year will explain how each objective is linked to a specific strategic priority.

For example, a Reinvestment objective links toHow the prioritycomponent operates

Maximum levels of improving the efficiency of the business model and investmentpayment

Framework in higher growth segments and geographies and Processes and People objectives link to developing the right organisation.

which performance is assessed

The Annual Incentive Plan comprises a cash and an equity component, both based on the achievement of financial and business objectives set at the start of the year.

The cash component is paid in full after the end of the performance year.

At the end of the year, the Remuneration Committee determines the extent to which performance against these has been achieved and sets the award level.

The total maximum payable under the Annual Incentive Plan is 215% of base salary (150% Cash Incentive and 65% Equity Incentive).

In respect of the Cash Incentive:

–  150% salary awarded for maximum performance.

–  100% salary awarded for target performance.

–  50% salary awarded for threshold performance.

–  Performance assessed against individual objectives and Group financial targets.

The cash and share awards are subject to malus and clawback as detailed in the notes following this table.

75% of the cash component is based on financial performance measures, which currently include Revenue (35%), Trading Profit Margin (25%) and Trading Cash Flow (15%).

25% of the cash component is based on other business goals linked to the Company’s strategy, which could include financial and non-financial measures.

The Remuneration Committee retains the discretion to adjust the relative weightings of the financial and business components, and to adopt any performance measure that is relevant to the Company.

Annual Incentive Plan – Equity Incentive

To drive share ownership and encourage sustained high standards through the application of a ‘malus’ provision over three years, explained more fully in the notes.

How the component operates

Maximum levels of payment

Framework in which performance is assessed

The equity award component comprises conditional share awards (made at the time of the cash award), with vesting phased over the following three years.

The equity component vests 1 1⁄3,, 1 1⁄3,, 1 1⁄3 on successive award anniversaries, only if performance remains satisfactory over each of these three years; otherwise the award will lapse.

Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.

Long-term incentives (awards actively being made)

Performance Share Programme

To motivate and reward longer term performance linked to the long-term strategy and share price of the Company.

The performance measures which determine the level of vesting of the Performance Share Awards are linked to our corporate strategy.

Our strategy requires the generation of cash in order to invest for growth. Cash flow is therefore a key performance measure in our performance share plan.

Growth in our Emerging & International Markets is a key part of our strategy. Revenue in our Emerging & International Markets is therefore included as one of our performance share plan measures.

If our strategy succeeds, the total return to our shareholders will also increase and therefore we include a relative TSR measure in our long-term share plan.

The Performance Share Programme comprises conditional share awards which vest after three years, subject to the achievement of stretching performance targets linked to the Company’s strategy.

Awards may be subject to clawback in the event of material financial misstatement or misconduct.

Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.

One-off share awards

In order to implement our Group strategy, we recognise that it is not always possible to promote from within the Company. In the event that we recruit an Executive Director who is currently employed by another company, we recognise that we might be required to compensate that Executive Director for cash or share awards, they may forfeit on leaving their former employer. Our policy regarding such awards is detailed in the notes.

One-off share awards may be made under the provisions of Listing Rule 9.4.2 to facilitate the appointment of a new Executive Director. Such awards will be made on a case-by-case basis depending on the circumstances at the time to take account of amounts forfeited elsewhere on accepting appointment.

96Smith & Nephew Annual report 2014


Maximum levels of payment

Framework in which performance is assessed

The total maximum payable under the Annual Incentive Plan is 215% of base salary (150% Cash Incentive and 65% Equity Incentive).

50% salary awarded for threshold performance.

100% salary awarded for target performance.

150% salary awarded for maximum performance.

Performance assessed against individual objectives and Group financial targets.

The cash and share awards are subject to malus and clawback as detailed in the notes following this table.

70%respect of the cash componentEquity Incentive:

–  Performance is based on financial performance measures, which currently include revenue, trading profit and trading cash. The Remuneration Committee retains the discretion to adopt any financial performance measure that is relevant to the Company.

30% of the cash component is based on other business goals linked to the Company’s strategy, which could include financial and non-financial measures.

The Remuneration Committee has the discretion to apply a multiplier, adjusting the outcome up or down by 10% to reward or penalise conduct in respect of leadership, corporate reputation, ethics, organisational behaviours and representing the Company both internally and externally.

The maximum opportunity shown to the left cannot be exceeded through the application of the multiplier.

0% of salary awarded for performance below target.

50% of salary awarded for target performance.

65% of salary awarded for maximum performance.

Performance assessed against individual performance, which includes an element of Group financial targets.

–  65% of salary awarded for maximum performance.

–  50% of salary awarded for target performance.

–  0% of salary awarded for performance assessed to be below target.

The Remuneration Committee will use theirits judgement of the individual’s performance based both on what has been achieved during the year and how it has been achieved in determining the level of equity award that may be awarded within the range of 50%0% to 65% of salary.

The equity component will vest in three equal tranches over a three-year period, provided that the annualsatisfactory performance conditions set at the beginning of each year continue to be met.is sustained.


 

 

 

 

 

 

Annual awards:

Currently:

 

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47.5% of salary for threshold performance.

95% of salary for target performance.

190% of salary for maximum performance.

50% of the award vests on achievement of a three-year cumulative free cash-flow target

25% of the award vests subject to three-year Total Shareholder Return (‘TSR’) at median performance relative to industry peers

25% of the award vests subject to the achievement of revenue targets in Emerging & International Markets

These measures are described in more detail in the notes and the targets and performance against them will be disclosed in the Implementation Report if appropriate

The Performance Share Award will vest on the third anniversary of the date of grant, depending on the extent to which the performance conditions are met over the three-year period commencing in the year the award was made

The Remuneration Committee retains the discretion to change the measures and their respective weightings to ensure continuing alignment with the Company’s strategy

The cash and share awards are subject to malus and clawback as detailed in the notes following this table.

Awards made prior to 2014 were subject to TSR and cash flow targets.

 

 

REMUNERATION THE POLICY REPORT

 

Each award will be determined on a case-by-case basis. In normal circumstances such awards will be no more beneficial than the value of amounts forfeited by the Executive Director on leaving a previous company to join the Board.

The Remuneration Committee has the discretion to apply performance conditions to one-off awards if appropriate. However, if it is impossible to replicate the vesting conditions applicable to awards granted by other companies, awards may be made without performance conditions.

 

 

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Remuneration reportcontinued

LONG-TERM INCENTIVES (AWARDS ACTIVELY BEING MADE)

Notes to Future policy table – Executive Directors

Changes to remuneration policy

The remuneration policy described in the future policy table – Executive Directors is the same remuneration policy in respect of Executive Directors that has been in force since the beginning of 2012. It is anticipated that this policy will apply at least until the Annual General Meeting in 2017. The only change made has been to introduce a third performance measure to our Performance Share Programme.

Performance measures – Annual Incentive Plan

The performance measures which apply to the Annual Incentive Plan for Executive Directors comprise 70% financial measures and 30% business goals linked to the Company’s strategy, which could include financial and non-financial measures.

The financial measures may differ from year to year to provide continued alignment with the Company strategy. Measures to be used in 2014 are detailed in the Implementation Report. Each year the measures are chosen in order to relate to our Strategic Priorities and in turn to our key performance indicators, which are set out in this Annual report. The performance targets are set by taking into account the strategy of the Company and are designed to be realistic yet stretching.

The business measures will differ from year to year as the evolving corporate strategy means that we will wish to set Executive Directors different business objectives in order to meet the current corporate needs. The business objectives are personal to each Executive Director, and are tailored to reflect their role and responsibilities during the year. These are set at the start of the year and reflect the most important areas of strategic focus for the Company. The Remuneration Committee sets annual measurement criteria (performance targets) that are appropriate to motivate and measure an Executive Director’s performance in any one year. The factors taken into consideration include the three-year strategic plan, prior years’ delivered performance and budgeted performance. In the past, measures have included R&D investment, succession planning, employee engagement, compliance, development of product portfolio, M&A activity and shared services implementation.

Performance measures –

Performance Share Programme

To motivate and reward longer-term performance linked to the long-term strategy and share price of the Company.

The performance measures which apply todetermine the level of vesting of the Performance Share Awards are linked to our corporate strategy.

How the component operates

Maximum levels of payment

Framework in which performance is assessed

The Performance Share Programme comprises conditional share awards madewhich vest after three years, subject to the achievement of stretching performance targets linked to the Company’s strategy.

Awards may be subject to clawback in 2014 relatethe event of material financial misstatement or misconduct.

Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.

On vesting, a number of shares are sold to cover the tax liability. The remaining shares are required to be held by the Executive Director for a further two-year holding period.

Annual awards:

–  190% of salary for maximum performance.

–  95% of salary for target performance.

–  47.5% of salary for threshold performance.

Currently:

–  25% of the award vests on achievement of a three-year cumulative free cash flow revenue in Emerging & International Markets and Total Shareholder Return. We have chosen three measures which are relevant for the long-term successtarget.

–  25% of the Company.

The free cash flow measure is important for us in a period of growth, when we needaward vests subject to generate cash to fund both organic and inorganic investment.

Revenue in Emerging & International Markets is important for us when we are seeking to generate profitable revenue in new markets and from new products.

Thethree-year Total Shareholder Return measure, which compares our long-term(TSR) at median performance relative to Global Healthcare companies and to FTSE 100 companies.

–  25% of the award vests subject to the achievement of return on invested capital targets.

–  25% of the award vests subject to total sales growth.

–  These measures, the targets and performance against that of our peers, seeks to alignthem are described more fully in the payoutImplementation Report.

–  The Performance Share Award will vest on the third anniversary of the Performance Share Programme withdate of grant, depending on the experience of our shareholders. This helps Executive Directors relateextent to which the shareholder experience and ensure that vesting is aligned toperformance conditions are met over the out-performance of our sector.three-year period commencing in the year the award was made.

–  The Remuneration Committee will keep these performance measures under review and retains the discretion to alterchange the measures orand their respective weightings to ensure continuing alignment with the Company’s strategy.

–  The cash and share awards are subject to the corporate strategy.

Malusmalus and clawback

The Remuneration Committee may determine that an unvested award or part of an award may not vest (regardless of whether or not the performance conditions have been met) or may determine that any cash bonus, vested shares, or their equivalent value in cash be returned to the Company as detailed in the event that any of thenotes following matters is discovered:this table.

Awards made prior to 2017 were subject to TSR against a sector peer group, cash flow and revenue in Emerging Markets targets.

 

A material misstatement of the Company’s financial results; or

 

A material error in determining the extent to which any performance condition has been satisfied; or

 

A significant adverse change in the financial performance of the Company, or a significant loss at a general level or at the division or function in which a participant worked; or

Inappropriate conduct (for example reputational issues), capability or performance by a participant, or within a team business area or profit centre.

These provisions apply to share awards under the Global Share Plan 2010 and cash amounts under the Annual Cash Incentive Plan.

98Smith & Nephew Annual report 2014


 

 

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Illustrations of the application of the remuneration policy

The following charts show the potential split between the different elements of the Executive Directors’ remuneration under three different performance scenarios:

Picture 130

ILLUSTRATIONS OF THE APPLICATION OF THE REMUNERATION POLICY 2017

The following charts show the potential split between the different elements of the Executive Directors’ remuneration under three different performance scenarios.

Figures as at salary levels in 2014,2017, when the Policy reportReport was approved by shareholders

Chief Executive Officer

LOGO

Chief Financial Officer

Picture 46

Picture 73

 

LOGO

Total Remuneration by Performance Scenario for 20142017 Financial Year (percentage split)

Chief Executive Officer

Chief Financial Officer

Picture 146

LOGOPicture 147

Data for the Chief Executive Officer assumes an exchange rate ofPicture 1481 = £0.8494.

Policy on recruitment arrangements

MALUS AND CLAWBACK

The Remuneration Committee may determine that an unvested award or part of an award may not vest (regardless of whether or not the performance conditions have been met) or may determine that any cash bonus, vested shares, or their equivalent value in cash be returned to the Company in the event that any of the following matters is discovered:

–   A material misstatement of the Company’s financial results; or

–   A material error in determining the extent to which any performance condition has been satisfied; or

–   A significant adverse change in the financial performance of the Company, or a significant loss at a general level or at the country business unit or function in which a participant worked; or

–   Inappropriate conduct (for example reputational issues), capability or performance by a participant, or within a team business area or profit centre.

These provisions apply to share awards under the Global Share Plan 2010 and cash amounts under the Annual Cash Incentive Plan.

POLICY ON RECRUITMENT ARRANGEMENTS

Our policy on the recruitment of Executive Directors is to pay a fair remuneration package for the role being undertaken and the experience of the Executive Director appointed. In terms of base salary, we will seek to pay a salary comparable, in the opinion of the Committee, to that which would be paid for an equivalent position elsewhere. The Remuneration Committee will determine a base salary in-line with the policy and having regard to the parameters set out on in the future policy table. Incoming Executive Directors will be entitled to pension, benefit and incentive arrangements which are the same as provided to existing Executive Directors. On that basis, incentive awards would not exceed 405% of base salary.

We recognise that in the event that we require a new Executive Director to relocate to take up a position with the Company, we will also pay relocation and related costs as described in the future policy table, which is in-line with the relocation arrangements we operate across the Group.

We also recognise that in many cases, an external appointee may forfeit sizeable cash bonuses and share awards if they choose to leave their former employer and join us. The Remuneration Committee therefore believes that we need the ability to compensate new hires for incentive awards they give up on joining us. The Committee will use its judgement in determining any such compensation, which will be decided on a case-by-case basis. We will only provide compensation which is no more beneficial than that given up by the new appointee and we will seek evidence from the previous employer to confirm the full details of bonus or share awards being forfeited. As far as possible, we will seek to replicate forfeited share awards using Smith & Nephew incentive plans or through reliance on Rule 9.4.2 in the Listing Rules, whilst at the same time aiming for simplicity.


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REMUNERATION THE POLICY REPORT

If we appoint an existing employee as an Executive Director of the Company, pre-existing obligations with respect to remuneration, such as pension, benefits and legacy share awards, will be honoured. Should these differ materially from current arrangements, these will be disclosed in the next Implementation Report.

We will supply details via an announcement to the London Stock Exchange of an incoming Executive Director’s remuneration arrangements at the time of their appointment.

SERVICE CONTRACTS

We employ Executive Directors on rolling service contracts with notice periods of up to 12 months from the Company and six months from the Executive Director. On termination of the contract, we may require the Executive Director not to work their notice period and pay them an amount equivalent to the base salary and payment in lieu of pension and benefits they would have received if they had been required to work their notice period.

Under the terms of the Executive Director’s service contract, Executive Directors are restricted for a period of 12 months after leaving the employment of the Company from working for a competitor, soliciting orders from customers and offering employment to employees of Smith & Nephew. The Company retains the right to waive these provisions in certain circumstances. In the event that these provisions are waived or the former Executive Director commences employment earlier than at the end of the notice period, no further payments shall be made in respect of the portion of notice period not worked. Directors’ service contracts are available for inspection at the Company’s registered office: 15 Adam Street, London WC2N 6LA.

POLICY ON PAYMENT FOR LOSS OF OFFICE

Our policy regarding termination payments to departing Executive Directors is to limit severance payments to pre-established contractual arrangements. In the event that the employment of an Executive Director is terminated, any compensation payable will be determined in accordance with the terms of the service contract between the Company and the Executive Director, as well as the rules of any incentive plans.

Under normal circumstances (excluding termination for gross misconduct) all leavers are entitled to receive termination payments in lieu of notice equal to base salary, payment in lieu of pension, and benefits. In some circumstances additional benefits may become payable to cover reimbursement of untaken holiday leave, repatriation and outplacement fees, legal and financial advice.

In addition, we may also in exceptional circumstances exercise our discretion to pay the Executive Director a proportion of the annual cash incentive they would have received had they been required to work their notice period. Any entitlement or discretionary payment may be reduced in-line with the Executive Director’s duty to mitigate losses, subject to applying our non-compete clause.

We will supply details via an announcement to the London Stock Exchange of a departing Executive Director’s termination arrangements at the time of departure.

In the case of a change of control which results in the termination of an Executive Director or a material alteration to their responsibilities or duties, within 12 months of the event, the Executive Director would be entitled to receive 12 months’ base salary plus payment in lieu of pension and benefits. In addition, the Remuneration Committee has discretion to pay an Executive Director in these circumstances an annual cash incentive. For Directors appointed prior to 1 November 2012, an automatic annual cash incentive is payable at target.

In the event that an Executive Director leaves for reasons of ill-health, death, redundancy or retirement in agreement with the Company, then the vesting of any outstanding annual cash incentive and equity incentive awards will generally depend on the Remuneration Committee’s assessment of performance to date. Performance share awards will be pro-rated for the time worked during the relevant performance period, and will remain subject to performance over the full performance period.

For all other leavers, the annual cash incentive will generally be forfeited and outstanding equity incentive awards and performance share awards will lapse.

One-off awards granted on appointment will normally lapse on leaving except in cases of death, retirement, redundancy, or ill-health. The Remuneration Committee has discretion to permit such awards to vest in other circumstances and will be subject to satisfactorily meeting performance conditions if applicable.

The Remuneration Committee retains discretion to alter these provisions on a case-by-case basis following a review of circumstances and to ensure fairness for both shareholders and Executive Directors.

We will supply details via an announcement to the London Stock Exchange of an out-going Executive Director’s remuneration arrangements around the time of leaving.


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Picture 132

CHANGES TO POLICY

The 2017 Remuneration Policy makes the following changes to the 2014 Remuneration policy:

–  Introduction of a two-year holding period for vested Performance shares;

–  Flexibility to change measures;

–  Increased emphasis on financial objectives in the Annual Incentive Plan, increases from 70% to 75%; and

–  Increased shareholding requirement to 300% of salary for the Chief Executive Officer.

Further details can be found in the letter from the Chairman of the Remuneration Committee on pages 79-80 of the 2017 Annual Report.

POLICY ON SHAREHOLDING REQUIREMENTS

The Remuneration Committee believes that one of the best ways our Executive Directors can have a greater alignment with shareholders is for them to hold a significant number of shares in the Company. The Chief Executive Officer is therefore expected to build up a holding of Smith & Nephew shares worth three times their base salary and the Chief Financial Officer is expected to build up a holding of two times their basic salary. In order to reinforce this expectation, we require them to retain 50% of the shares (after tax) vesting under the equity incentive programmes until this holding has been met, recognising that differing international tax regimes affect the pace at which an Executive Director may fulfil the shareholding requirement. When calculating whether or not this requirement has been met, we will include ordinary shares or ADRs held by the Executive Director and their immediate family. Ordinarily, we would expect this required shareholding to have been built up within a period of five years from the date of appointment.

Furthermore, from awards made in 2017, we require our Executive Directors to retain all the shares (after tax) vesting under the Performance Share Programme for a period of two years after vesting.

STATEMENT OF CONSIDERATION OF EMPLOYMENT CONDITIONS ELSEWHERE IN THE COMPANY AND DIFFERENCES TO THE EXECUTIVE DIRECTOR POLICY

All employees across the Group have performance-based pay linked to objectives derived from the strategic priorities, which underpin the performance metrics in the Executive Director Incentive Plans.

Executive Director base salaries will generally increase at a rate in-line with the average salary increases awarded across the Company. Given the diverse geographic markets within which the Company operates, the Committee will generally be informed by the average salary increase in both the market local to the Executive and the UK, recognising the Company’s place of listing, and will also consider market data periodically.

A range of different pension arrangements operate across the Group depending on location and/or length of service. Executive Directors and Executive Officers either participate in the legacy pension arrangements relevant to their local market or receive a cash payment of 30% of salary in lieu of a pension. Senior executives who do not participate in a local Company pension plan receive a cash payment of 20% of salary in lieu of pension. Differing amounts apply for lower levels within the Company.

The Company has established a benefits framework under which the nature of benefits varies by geography. Executive Directors participate in benefit arrangements similar to those applied for employees within the applicable location.

All employees are set objectives at the beginning of each year, which link through to the objectives set for the Executive Directors. Annual cash incentives payable to employees across the Company depend on the satisfactory completion of these objectives as well as performance against relevant Group and country business unit financial targets relating to revenue, trading profit and trading cash, similar to the financial targets set for the Executive Directors.

Executive Officers and senior executives (61 as at 2017) participate in the annual Equity Incentive Programme and the Performance Share Programme. The maximum amounts payable are lower, but the performance conditions are the same as those that apply to the Executive Directors.

No specific consultation with employees has been undertaken relating to Director remuneration. However, regular employee surveys are conducted across the Group, which cover a wide range of issues relating to local employment conditions and an understanding of Group-wide strategic matters. As at 2017, around 5,000 employees in 63 countries participate in one or more of our global share plans.


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REMUNERATION THE POLICY REPORT

FUTURE POLICY TABLE – CHAIRMAN AND NON-EXECUTIVE DIRECTORS

The following table and accompanying notes explain the different elements of remuneration we pay to our Chairman and Non-Executive Directors. No element of their remuneration is subject to performance. All payments made to the Chairman are determined by the Remuneration Committee, whilst payments made to the Non-Executive Directors are determined by the Directors who are not themselves Non-Executive Directors, currently the Chairman, the Chief Executive Officer and the Chief Financial Officer.

Annual fees

Basic annual fee

To attract and retain Directors by setting fees at rates comparable to what would be paid in an equivalent position elsewhere. The Remuneration Committee will determine a base salary in line with the policy and having regard to the parameters set out on in the future policy table. Incoming Executive Directors will be entitled to pension, benefit and incentive arrangements which are the same as provided to existing Executive Directors. On that basis, awards would not exceed 405% of base salary.

We recognise that in the event that we require a new Executive Director to relocate to take up a position with the Company, we will also pay relocation and related costs as described in the future policy table, which is in line with the relocation arrangements we operate across the Group.

We also recognise that in many cases, an external appointee may forfeit sizeable cash bonuses and share awards if they choose to leave their former employer and join us. The Remuneration Committee therefore believes that we need the ability to compensate new hires for incentive awards they give up on joining us. The Committee will use its discretion in setting any such compensation, which will be decided on a case-by-case basis. We will only provide compensation which is no more beneficial than that given up by the new appointee and we will seek evidence from the previous employer to confirm the full details of bonus or share awards being forfeited. As far as possible, we will seek to replicate forfeited share awards using Smith & Nephew incentive plans or through reliance on 9.4.2 in the Listing Rules, whilst at the same time aiming for simplicity.

If we appoint an existing employee as an Executive Director of the Company, pre-exisiting obligations with respect to remuneration, such as pension, benefits and legacy share awards, will be honoured. Should these differ materially from current arrangements, these will be disclosed in the next Implementation Report.

We will supply details via an announcement to the London Stock Exchange of an incoming Executive Director’s remuneration arrangements at the time of their appointment.

Service contracts

We employ Executive Directors on rolling service contracts with notice periods of up to 12 months from the Company and six months from the Executive Director. On termination of the contract, we may require the Executive Director not to work their notice period and pay them an amount equivalent to the base salary and payment in lieu of pension and benefits they would have received if they had been required to work their notice period.

Under the terms of the Executive Director’s service contract, Executive Directors are restricted for a period of 12 months after leaving the employment of the Company from working for a competitor, soliciting orders from customers and offering employment to employees of Smith & Nephew. The Company retains the right to waive these provisions in certain circumstances. In the event that these provisions are waived and the former Executive Director commences employment earlier than at the end of the notice period, no further payments shall be made in respect of the portion of notice period not worked. Directors’ service contracts are available for inspection at the Company’s registered office: 15 Adam Street, London WC2N 6LA.

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CORPORATE GOVERNANCE

Remuneration reportcontinued

Policy on payment for loss of office

Our policy regarding termination payments to departing Executive Directors is to limit severance payments to pre-established contractual arrangements. In the event that the employment of an Executive Director is terminated, any compensation payable will be determined in accordance with the terms of the service contract between the Company and the Executive Director, as well as the rules of any incentive plans.

Under normal circumstances (excluding termination for gross misconduct) all leavers are entitled to receive termination payments in lieu of notice equal to base salary, payment in lieu of pension, and benefits. In some circumstances additional benefits may become payable to cover reimbursement of untaken holiday leave, repatriation and outplacement fees, legal and financial advice.

In addition, we may also in exceptional circumstances exercise our discretion to pay the Executive Director aA proportion of the annual cash incentive they would have received had they been required to work their notice period. Any entitlement or discretionary payment may be reducedfees are paid in line with the Executive Director’s duty to mitigate losses, subject to applying our non-compete clause.

We will supply details via an announcement to the London Stock Exchange of a departing Executive Director’s termination arrangements at the time of departure.

In the case of a change of control which results in the termination of an Executive Director or a material alteration to their responsibilities or duties, within 12 months of the event, the Executive Director would be entitled to receive 12 months’ base salary plus payment in lieu of pension and benefits. In addition, the Remuneration Committee has discretion to pay an Executive Director in these circumstances an annual cash incentive. For Directors appointed prior to 1 November 2012, an automatic annual cash incentive is payable at target.

In the event that an Executive Director leaves for reasons of ill-health, death, redundancy or retirement in agreement with the Company, then the vesting of any outstanding annual cash incentive and equity incentive awards will generally depend on the Remuneration Committee’s assessment of performance to date. Performance share awards will be pro-rated for the time worked during the relevant performance period, and will remain subject to performance over the full performance period.

For all other leavers, the annual cash incentive will generally be forfeited and outstanding equity incentive awards and performance share awards will lapse.

One-off awards granted on appointment will normally lapse on leaving except in cases of death, retirement, redundancy, or ill-health. The Remuneration Committee has discretion to permit such awards to vest in other circumstances and will be subject to satisfactorily meeting performance conditions if applicable.

The Remuneration Committee retains discretion to alter these provisions on a case-by-case basis following a review of circumstances and to ensure fairness for both shareholders and Executive Directors.

We will supply details via an announcement to the London Stock Exchange of an out-going Executive Director’s remuneration arrangements around the time of leaving.

Policy on shareholding requirements

The Remuneration Committee believes that one of the best ways our Executive Directors can have a greater alignment with shareholders is for them to hold a significant number of shares in the Company. Executive Directors are therefore expected to build up a holding of Smith & Nephew shares worth two-times their base salary. In order to reinforce this expectation, we require them to retain 50% of all shares vesting under the Company share plans (after tax) until this holding has been met recognising that differing international tax regimes affect the pace at which an Executive Director may fulfil the shareholding requirement. When calculating whether or not this requirement has been met, we will include ordinary shares or ADRs held by the Executive Director and their immediate family and the intrinsic value of any vested but unexercised options.

Statement of consideration of employment conditions elsewhere in the Company and differences to the Executive Director Policy

All employees across the Group including the Executive Directors are incentivised in a similar manner. Although the salary levels and maximum opportunities under bonus and share plans differ, generally speaking the same targets and performance conditions relating to the Company’s strategy apply throughout the organisation.

Executive Director base salaries will generally increase at a rate in line with the average salary increases awarded across the Company. Given the diverse geographic markets within which the Company operates, the Committee will generally be informed by the average salary increase in both the market local to the Executive and the UK, recognising the Company’s place of listing, and will also consider market data periodically.

A range of different pension arrangements operate across the Group depending on location and/or length of service. Executive Directors and Executive Officers either participate in the legacy pension arrangements relevant to their local market or receive a cash payment of 30% of salary in lieu of a pension. Senior Executives who do not participate in a local Company pension plan receive a cash payment of 20% of salary in lieu of pension. Differing amounts apply for lower levels within the Company.

The Company has established a benefits framework under which the nature of benefits varies by geography. Executive Directors participate in benefit arrangements similar to those applied for employees within the applicable location.

All employees are set objectives at the beginningthird quarter of each year which link throughin order to align Non-Executive Directors’ fees with the objectives set for the Executive Directors. Annual cash incentives payable to employees across the Company depend on the satisfactory completioninterests of these objectives as well as performance against relevant Group and divisional financial targets relating to revenue, trading profit and trading cash, similar to the financial targets set for the Executive Directors.shareholders.

Executive Officers and Senior Executives (72 as at 2014) participate in the annual Equity Incentive Programme and the Performance Share Programme. The maximum amounts payable are lower, but the performance conditions are the same as those that apply to the Executive Directors.

No specific consultation with employees has been undertaken relating to Director remuneration. However, regular employee surveys are conducted across the Group, which cover a wide range of issues relating to local employment conditions and an understanding of Group-wide strategic matters. As at 2014, over 4,500 employees in 32 countries participate in one or more of our global share plans.

100Smith & Nephew Annual report 2014


Future policy table

Chairman and Non-executive Directors

The following table and accompanying notes explain the different elements of remuneration we pay to our Chairman and Non-executive Directors. No element of their remuneration is subject to performance. All payments made to the Chairman are determined by the Remuneration Committee, whilst payments made to the Non-executive Directors are determined by the Directors who are not themselves Non-executive Directors, currently the Chairman, the Chief Executive Officer and the Chief Financial Officer.

How the component supports the short-

and long-term strategy of the Company

How the component operates

Maximum levels of payment

Annual fees
Basic annual fee

To attract and retain Directors by setting fees at rates comparable to what would be paid in an equivalent position elsewhere.

A proportion of the fees are paid in shares in the third quarter of each year in order to align Non-executive Directors’ fees with the interest of shareholders.

Fees will be reviewed periodically. In future, any increase will be paid in shares until 25% of the total fee is paid in shares.

Fees are set in line with market practice for fees paid by similarly sized UK listed companies.

Annual fees are set and paid in UK sterling or US dollars depending on the location of the Non-executive Director. If appropriate, fees may be set and paid in alternative currencies.

Annual fees are currently as follows:

£63,000 in cash plus £3,150 in shares; or

$120,000 in cash plus $6,000 in shares.

Chairman fee:

£400,000 plus £20,000 in shares (to April 2014).

£300,000 plus £100,000 in shares (from April 2014).

Whilst it is not expected to increase the fees paid to the Non-executive Directors and the Chairman by more than the increases paid to employees generally, in exceptional circumstances, higher fees might become payable.

The total maximum aggregate fees payable to the Non-executive Directors will not exceed £1.5m as set out in the Company’s articles of association.

Fee for Senior Independent Director and Committee Chairmen

To compensate Non-executive Directors for the additional time spent as Committee Chairmen or as the Senior Independent Director.

A fixed fee is paid, which is reviewed periodically.

£15,000 in cash; or

$27,000 in cash.

Whilst it is not expected that the fees paid to the Senior Independent Director or Committee Chairman will exceed the increases paid to employees generally, in exceptional circumstances, higher fees might become payable.

Intercontinental travel fee

To compensate Non-executive Directors for the time spent travelling to attend meetings in another continent.

A fixed fee is paid, which is reviewed periodically.

£3,500 in cash; or

$7,000 in cash.

Whilst it is not expected to increase these fees by more than the increases paid to employees generally, in exceptional circumstances, higher fees might become payable.

Figures as at salary levels in 2014, when the Policy report was approved by shareholders

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Remuneration reportcontinued

Notes to Future policy table – Non-executive Directors

Changes to remuneration policy

The Board has altered the policy regarding the payment of Non-executive Directors and to the Chairman in one respect in 2013, by introducing the payment of a proportion of the fees in the form of shares. The fees paid to the Non-executive Directors and to the Chairman were reviewed in July 2013 and it was agreed that the basic fee should be increased by 5% (there having been no increase to these fees since August 2011) and that the increase be paid in the form of shares. The amount of the increase less applicable taxes was used to purchase shares in the market on 15 August 2013. Going forward any increase in the level of fees paid to a Non-executive Director will be paid in the form of shares until 25% of the Non-executive Director’stotal fee is paid in shares.

Fees are set in-line with market practice for fees paid by similarly sized UK listed companies.

Annual fees are set and paid in UK Sterling or US Dollars depending on the formlocation of shares. We have made this changethe Non-Executive Director. If appropriate, fees may be set and paid in orderalternative currencies.

Annual fees are currently as follows:

–  £63,000 in cash plus £5,135 in shares; or

–  $120,000 in cash plus $9,780 in shares.

Chairman fee:

–  £309,000 plus £103,000 in shares.

Whilst it is not expected to alignincrease the fees paid to Non-executivethe Non-Executive Directors withand the experience of our shareholders. WithChairman by more than the appointment of Roberto Quartaincreases paid to employees generally, in exceptional circumstances higher fees might become payable.

The total maximum aggregate fees payable to the Non-Executive Directors will not exceed £1.5 million as Chairman of the Company with effect from the Annual General Meeting, we have taken the opportunity to pay 25% of his feesset out in the formCompany’s Articles of shares immediately.Association.

Fee for Senior Independent Director and Committee Chairmen

To compensate Non-Executive Directors for the additional time spent as Committee Chairmen or as the Senior Independent Director.

How the component operates

Maximum levels of payment

A fixed fee is paid, which is reviewed periodically.

–  £20,000 in cash; or

Policy on recruitment arrangements–  $35,000 in cash.

Any new Non-executiveWhilst it is not expected that the fees paid to the Senior Independent Director or Committee Chairmen will exceed the increases paid to employees generally, in exceptional circumstances, higher fees might become payable.

Intercontinental travel

To compensate Non-Executive Directors for the time spent travelling to attend meetings in another continent.

How the component operates

Maximum levels of payment

A fixed fee is paid, which is reviewed periodically.

–  £3,500 in cash; or

–  $7,000 in cash.

Whilst it is not expected to increase these fees by more than the increases paid to employees generally, in exceptional circumstances, higher fees might become payable.


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Picture 134

NOTES TO FUTURE POLICY TABLE – NON-EXECUTIVE DIRECTORS

Changes to Remuneration Policy

There have been no changes to our Remuneration Policy as it applies to Non-Executive Directors, since the Policy was initially approved by shareholders in April 2014.

Additional duties undertaken by Non-Executive Directors

In the event that the Chairman or a Non-Executive Director is required to undertake significant additional executive duties in order to support the Executive Directors during a period of absence due to illness or a gap prior to the appointment of a permanent Executive Director, the Remuneration Committee is authorised to determine an appropriate level of fees which shall be payable. These fees will not exceed the amounts which would normally be paid to a permanent Executive Director undertaking such duties and shall not include participation in short- or long-term incentive arrangements or benefit plans.

Policy on recruitment arrangements

Any new Non-Executive Director shall be paid in accordance with the current fee levels on appointment, in line with the Policy set out above. With respect to the appointment of a new Chairman, fee levels will take into account market rates, the individual’s profile and experience, the time required to undertake the role and general business conditions. In addition, the Remuneration Committee retains the right to authorise the payment of relocation assistance or an accommodation allowance in the event of the appointment of a Chairman not based within the UK.

Letters of appointment

The Chairman and Non-Executive Directors have letters of appointment which set out the terms under which they provide their services to the Company and are available for inspection at the Company’s registered office: 15 Adam Street, London WC2N 6LA. The appointment of Non-Executive Directors is not subject to a notice period, nor is there any compensation payable on loss of office, for example, should they not be re-elected at an Annual General Meeting. The appointment of the Chairman is subject to a notice period of six months.

The Chairman and Non-Executive Directors are required to acquire a shareholding in the Company equivalent in value to one times their basic fee within two years of their appointment to the Board.

STATEMENT OF CONSIDERATION OF SHAREHOLDER VIEWS

The broad outline of our remuneration arrangements have remained largely unchanged since 2012. As our strategy has evolved, we have altered some of the measures we use in our short- and long-term incentive plans, but the overall structure of our remuneration arrangements has remained the same. Shareholders formally approved the Remuneration Policy in respect of our Executive Directors at the Annual General Meeting in 2014. Joseph Papa, Chairman of the Remuneration Committee, has met with shareholders before the policy was approved and every year since, in order to ascertain shareholder views on our remuneration arrangements.

Ahead of the Annual General Meeting in 2016, Mr Papa held meetings and calls with 28 shareholders holding approximately 33% of the Company’s Share Capital. Although the holders of 53% of our shares voted against the Remuneration Report in 2016, our engagement ahead of the 2016 Annual General Meeting had shown us that shareholders were broadly supportive of our Remuneration Policy and those who opposed the Remuneration Report were primarily voting against the use of discretion rather than any aspect of the Remuneration Policy.

During 2016, following the Annual General Meeting, Mr Papa continued to engage extensively with shareholders. In Autumn 2016, he met with or held telephone calls with 28 shareholders holding around 41% of the Company’s shares. The shareholders he met ranged from some of our top 20 shareholders down to smaller active and engaged shareholders holding fewer than one million shares. He discussed our proposals to continue with the same overall remuneration arrangements, whilst altering the performance measures used in the short- and long-term incentive plans. We found the discussions with shareholders at this time useful in helping to understand the measures and targets which were important to our shareholders, and those which shareholders did not support. As a result of these discussions, some updated performance measures have been incorporated into our incentive plans for 2017 and a two-year holding period will now apply on the vesting of performance shares for our Executive Directors.


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     ACCOUNTS

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CONTENTS

 

 

 

 

 

STATEMENT OF DIRECTOR’S RESPONSIBILITIES 

107

    

NOTE 14. TRADE AND OTHER PAYABLES

139

INDEPENDENT AUDITOR’S US REPORT 

108

 

NOTE 15. CASH AND BORROWINGS

140

CRITICAL JUDEMENTS AND ESIMATES  

114

 

NOTE 16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

143

 

 

 

NOTE 17. PROVISIONS AND CONTINGENCIES

148

GROUP FINANCIAL STATEMENTS 

 

 

NOTE 18. RETIREMENT BENEFIT OBLIGATIONS

150

GROUP INCOME STATEMENT 

115

 

NOTE 19. EQUITY

156

GROUP STATEMENT OF COMPREHENSIVE INCOME 

115

 

NOTE 20. CASH FLOW STATEMENT

158

GROUP BALANCE SHEET 

116

 

NOTE 21. ACQUISITIONS AND DISPOSALS

159

GROUP CASH FLOW STATEMENT 

117

 

NOTE 22. OPERATING LEASES

161

GROUP STATEMENT OF CHANGES IN EQUITY 

118

 

NOTE 23.1. SHARE-BASED PAYMENTS

162

 

 

 

NOTE 23.2. RELATED PARTY TRANSACTIONS

162

NOTES TO THE GROUP ACCOUNTS 

 

 

NOTE 24. POST BALANCE SHEET EVENTS

162

NOTE 1. BASIS OF PREPARATION 

119

 

 

 

NOTE 2. BUSINESS SEGMENT INFORMATION 

121

 

COMPANY FINANCIAL STATEMENTS AND ASSOCIATED NOTES

163

NOTE 3. OPERATING PROFIT 

125

 

 

 

NOTE 4. INTEREST AND OTHER FINANCE COSTS 

126

 

GROUP AND OTHER FINANCIAL INFORMATION

 

NOTE 5. TAXATION 

127

 

GROUP INFORMATION

171

NOTE 6. EARNINGS PER ORDINARY SHARE 

130

 

OTHER FINANCIAL INFORMATION

176

NOTE 7. PROPERTY, PLANT AND EQUIPMENT 

131

 

INFORMATION FOR SHAREHOLDERS

184

NOTE 8. GOODWILL 

133

 

 

 

NOTE 9. INTANGIBLE ASSETS 

134

 

 

 

NOTE 10. INVESTMENTS 

136

 

 

 

NOTE 11. INVESTMENTS IN ASSOCIATES 

136

 

 

 

NOTE 12. INVENTORIES 

137

 

 

 

NOTE 13. TRADE AND OTHER RECEIVABLES 

138

 

 

 


SMITH & NEPHEW ANNUAL REPORT 2017

ACCOUNTS    

107

GROUP FINANCIAL STATEMENTS

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS

The Directors are responsible for preparing this Annual Report and Form 20‑F Information and the Group and Parent Company Financial Statements, in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year.  Under that law they are required to prepare the Group financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (IFRSs as adopted by the EU) and applicable law and have elected to prepare the Parent Company financial statements in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework. Under company law Directors must not approve Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of a group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company Financial Statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable, relevant, reliable and prudent;

for the Group financial statements, state whether they have been prepared in accordance with IFRSs, as issued by the IASB and adopted by the EU;

for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Parent Company Financial Statements;

assess the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

 use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006.  They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.  Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL REPORT

We confirm that to the best of our knowledge:

-

the financial statements, prepared in accordance with the current fee levels on appointment, in line with the policyapplicable set out above. With respect to the appointment of a new Chairman, fee levels will take into account market rates, the individual’s profile and experience, the time required to undertake the role and general business conditions. In addition, the Remuneration Committee retains the right to authorise the payment of relocation assistance or an accommodation allowance in the event of the appointment of a Chairman not based within the UK.

Letters of appointment

The Chairman and Non-executive Directors have letters of appointment which set out the terms under which they provide their services to the Company and are available for inspection at the Company’s registered office: 15 Adam Street, London WC2N 6LA. The appointment of Non-executive Directors is not subject to a notice period, nor is there any compensation payable on loss of office, for example, should they not be re-elected at an Annual General Meeting. The appointment of the Chairman is subject to a notice period of six months.

The Chairman and Non-executive Directors are required to acquire a shareholding in the Company equivalent in value to one times their basic fee within two years of their appointment to the Board.

Statement of consideration of shareholder views

This policy report sets out the remuneration policy in relation to Executive Directors, which has been in place since 2012. As this policy evolved at the end of 2011 and during 2012, we engaged actively with shareholders to explain our remuneration arrangements and to discuss their views on our proposals. At the time, Joseph Papa, the Chairman of the Remuneration Committee and members of the Senior Executive Team met with the holders of around 30% of our shares, including collectively with a number of smaller engaged investors, as well as shareholder advisory bodies. We discussed the structure of our remuneration package, our policies on termination, recruitment, shareholding requirements and the operation of Annual Incentive Plan. The Directors’ remuneration report was approved by 96% of shareholders who voted at the Annual General Meeting in 2013 and we received feedback from shareholders around the time of this meeting that they understood and approved of our remuneration arrangements. Although the remuneration policy has remained essentially unchanged as in previous years, given the changes in remuneration reporting, we also conducted an engagement programme with our larger shareholders in 2013. Joseph Papa met with the holders of around 20% of our shares, and with a number of shareholder advisory bodies. He has also been available to discuss any aspect of our remuneration programme with shareholders throughout the year. The shareholders who have engaged with us have all been supportive of our approach to remuneration, recognising the link between the corporate strategy and executive reward.

102Smith & Nephew Annual report 2014


Directors’ responsibilities for the accounts

The Directors are responsible for preparing the Group and Company accounts in accordance with applicable UK law and regulations. As a consequence of the Company’s ordinary shares being traded on the New York Stock Exchange (in the form of American Depositary Shares) the Directors are responsible for the preparation and filing of an annual report on Form 20-F with the US Securities and Exchange Commission.

The Directors are required to prepare Group accounts for each financial year, in accordance with the International Financial Reporting Standards (‘IFRS’) as adopted by the European Union which present fairly the financial position of the Group and the financial performance and cash flows of the Group for that period. In preparing those Group accounts, the Directors are required to:

select suitable accounting policies in accordance with IAS 8Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;

present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group’s financial position and financial performance; and

state that the Group has complied with IFRS, subject to any material departures disclosed and explained in the accounts.

Under UK law the Directors have elected to prepare the Company accounts in accordance with UK Generally Accepted Accounting Practice (UK Accounting Standards and applicable law), which are required by law toaccounting standards, give a true and fair view of the state of affairs of the Companyassets, liabilities, financial position and of the profit or loss of the Company for that period. In preparingand the Company accounts,undertakings included in the Directors are required to:consolidation taken as a whole; and

select suitable accounting policies and then apply them consistently;

-

make judgements and estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts; and

prepare the accounts on a going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors confirm that they have complied with the above requirements in preparingStrategic Report and Directors’ Report include a fair review of the accounts.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any timedevelopment and performance of the financialbusiness and the position of the Groupissuer and the Company and enable them to ensure that the accounts comply with the Companies Act 2006 and,undertakings included in the case of the Group accounts, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s website. It should be noted that information published on the internet is accessible in many countries with different legal requirements. Legislation in the UK governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.

Fair, Balanced and Understandable

As required by the UK Corporate Governance Code, the Directors confirm that they consider that the Annual Report,consolidation taken as a whole, is fair, balancedtogether with a description of the principal risks and understandableuncertainties that they face.

The Strategic Report, which has been prepared in accordance with the requirements of the Companies Act 2006, comprises the following sections:

-

Overview (pages 2-7);

-

Our Business and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy. When arriving at this conclusion the Board was assisted by a number of processes including:Marketplace (pages 8-17);

The Annual Report is drafted and comprehensively reviewed by appropriate senior management with overall co-ordination by the Head of Financial Reporting;

An extensive verification process is undertaken to ensure factual accuracy, with third party review by legal advisers; and

-

The final draft is reviewed by the Audit Committee prior to consideration by the Board.

Directors’ responsibility statement pursuant to disclosure and transparency Rule 4

The Directors confirm that, to the best of each person’s knowledge:Operational Review (pages 18-35);

-

Financial Review (pages 38-39);

-

Risk (pages 40-49);

The Directors’ Report has also been prepared in accordance with the Companies Act 2006 and The Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008 comprising of pages 6, 16-17, 25-28, 33-39, 42-78, 107, 140-142, 158 and pages 171-192 of the Annual Report.

And has been approved and signed on behalf of the Board.

We consider the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.

By order of the Board, 22 February 2018

Picture 26

Susan Swabey
Company Secretary

 

the Group accounts in this report, which have been prepared in accordance with IFRS as adopted by the European Union and those parts of the Companies Act 2006 applicable to companies reporting under IFRS, give a true and fair view of the assets, liabilities, financial position and profit of the Group taken as a whole;

 

the Company accounts in this report, which have been prepared in accordance with UK Generally Accepted Accounting Practice and the Companies Act 2006, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and

 

the ‘Financial review and principal risks’ section and commentary on pages 34 to 39 contained in the accounts includes a fair review of the development and performance of the business and the financial position of the Company and the Group taken as a whole, together with a description of the principal risks and uncertainties that they face.

Going concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the ‘Financial review and principal risks’ section on pages 34 to 39. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described under ‘Commentary on the Group cash flow statement’ section set out on page 115.

In addition, the Notes to the Group accounts include the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposure to credit risk and liquidity risk.

The Group has considerable financial resources and its customers and suppliers are diversified across different geographic areas. As a consequence, the directors believe that the Group is well placed to manage its business risk successfully despite the on-going uncertain economic outlook.

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis for accounting in preparing the annual financial statements.

Management also believes that the Group has sufficient working capital for its present requirements.

Directors’ Report

The Directors’ Report has been prepared in accordance with the requirements of the Companies Act 2006.

By order of the Board, 25 February 2015

LOGO

Susan Swabey

Company Secretary


 

108ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

GROUP FINANCIAL STATMENTS

INDEPENDENT AUDITOR’S US REPORT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and board of directors
Smith & Nephew plc:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying Group balance sheets of Smith & Nephew plc and subsidiaries (the “Group”) as of 31 December 2017 and 2016, the related Group income statements, Group statements of comprehensive income, Group cash flow statements and Group statements of changes in equity for each of the years in the three-year period ended 31 December 2017, and the related notes (collectively, the “consolidated financial statements”). We also have audited the Group’s internal control over financial reporting as of 31 December 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of 31 December 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended 31 December 2017, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union. Also in our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinion

The Group’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Evaluation of Internal Controls. Our responsibility is to express an opinion on the Group’s consolidated financial statements and an opinion on the Group’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

KPMG LLP

We have served as the Group’s auditor since 2015.

London, United Kingdom

22 February 2018


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GROUP FINANCIAL STATEMENTS

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GROUP FINANCIAL STATEMENTS

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LOGO


Smith

114ACCOUNTS

SMITH & Nephew Annual report 2014            103NEPHEW ANNUAL REPORT 2017

GROUP FINANCIAL STATEMENTS

CRITICAL JUDGEMENTS AND ESTIMATES


FINANCIAL STATEMENTS

Critical accounting policies

The Group prepares its consolidated financial statements in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU, the application of which often requires judgements and estimates to be made by management when formulating the Group’s financial position and results. Under IFRS, the Directors are required to adopt those accounting policies most appropriate to the Group’s circumstances for the purpose of presenting fairly the Group’s financial position, financial performance and cash flows.

The Group’s accounting policies do not include any critical judgements. The Group’s accounting policies are set out in Notes 1-23 of the Notes to the Group accounts. Of those, the policies which require the most use of management’s estimation are as follows:

VALUATION OF INVENTORIES

A feature of the Orthopaedic Reconstruction and Trauma & Extremities franchises (whose finished goods inventory make up approximately 79% of the Group’s financial position and results. Under IFRS, the Directors are required to adopt those accounting policies most appropriate to the Group’s circumstances for the purpose of presenting fairly the Group’s financial position, financial performance and cash flows.

In determining and applying accounting policies, judgement is often required in respect of items where the choice of specific policy, accounting estimate or assumption to be followed could materially affect the reported results or net asset position of the Group; it may later be determined that a different choice would have been more appropriate.

The Group’s significant accounting policies are set out in Notes 1 to 23 of the Notes to the Group accounts. Of those, the policies which require the most use of management’s judgement are as follows:

Valuation of inventories

A feature of the Orthopaedic Reconstruction and Trauma & Extremities franchises (whose finished goods inventory makes up approximately 79% of the Group total finished goods inventory) is the high level of product inventory required, some of which is located at customer premises and is available for customers’ immediate use. Complete sets of products, including large and small sizes, have to be made available in this way. These sizes are used less frequently than standard sizes and towards the end of the product life cycle are inevitably in excess of requirements. Adjustments to carrying value are therefore required to be made to orthopaedic inventory to anticipate this situation. These adjustments are calculated in accordance with a formula based on levels of inventory compared with historical usage. This formula is applied on an individual product line basis and is first applied when a product group has been on the market for two years. This method of calculation is considered appropriate based on experience, but it does require management estimate in respect of customer demand, effectiveness of inventory deployment, length of product lives, phase-out of old products and efficiency of manufacturing planning systems.

IMPAIRMENT

In carrying out impairment reviews of intangible assets, a number of significant assumptions have to be made when preparing cash flow projections. These include the future rate of market growth, discount rates, the market demand for the products acquired, the future profitability of acquired businesses or products, levels of reimbursement and success in obtaining regulatory approvals. If actual results should differ or changes in expectations arise, impairment charges may be required which would adversely impact operating results.

LIABILITY PROVISIONING

The recognition of provisions for legal disputes is subject to a significant degree of estimation. Provision is made for loss contingencies when it is considered probable that an adverse outcome will occur and the amount of the loss can be reasonably estimated. In making its estimates, management takes into account the advice of internal and external legal counsel. Provisions are reviewed regularly and amounts updated where necessary to reflect developments in the disputes. The ultimate liability may differ from the amount provided depending on the outcome of court proceedings and settlement negotiations or if investigations bring to light new facts.

TAXATION

The Group operates in numerous tax jurisdictions around the world and it is Group policy to submit its tax returns to the relevant tax authorities as promptly as possible. At any given time, the Group is involved in disputes and tax audits and will have a number of tax returns potentially subject to audit. Significant issues may take several years to resolve. In estimating the probability and amount of any tax charge, management takes into account the views of internal and external advisers and updates the amount of tax provision whenever necessary. The ultimate tax liability may differ from the amount provided depending on interpretations of tax law, settlement negotiations or changes in legislation.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      115

GROUP INCOME STATEMENT

 

 

 

 

 

 

 

 

 

 

 

  

 

  

Year ended

  

Year ended

  

Year ended

 

 

 

 

 

31 December

 

31 December

 

31 December

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

Notes

    

$ million

    

$ million

    

$ million

 

Revenue

 

 2

 

4,765

 

4,669

 

4,634

 

Cost of goods sold

 

  

 

(1,248)

 

(1,272)

 

(1,143)

 

Gross profit

 

  

 

3,517

 

3,397

 

3,491

 

Selling, general and administrative expenses

 

 3

 

(2,360)

 

(2,366)

 

(2,641)

 

Research and development expenses

 

 3

 

(223)

 

(230)

 

(222)

 

Operating profit

 

2 & 3

 

934

 

801

 

628

 

Interest income

 

 4

 

 6

 

 6

 

11

 

Interest expense

 

 4

 

(57)

 

(52)

 

(49)

 

Other finance costs

 

 4

 

(10)

 

(16)

 

(15)

 

Share of results of associates

 

11

 

 6

 

(3)

 

(16)

 

Profit on disposal of business

 

21

 

 –

 

326

 

 –

 

Profit before taxation

 

  

 

879

 

1,062

 

559

 

Taxation

 

 5

 

(112)

 

(278)

 

(149)

 

Attributable profit for the year1

 

  

 

767

 

784

 

410

 

Earnings per ordinary share1

 

 6

 

  

 

  

 

  

 

Basic

 

  

 

87.8¢

 

88.1¢

 

45.9¢

 

Diluted

 

  

 

87.7¢

 

87.8¢

 

45.6¢

 

GROUP STATEMENT OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

  

 

  

Year ended

  

Year ended

  

Year ended

 

 

 

 

 

31 December

 

31 December

 

31 December

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

Notes

    

$ million

    

$ million

    

$ million

 

Attributable profit for the year1

 

  

 

767

 

784

 

410

 

Other comprehensive income:

 

  

 

  

 

  

 

  

 

Items that will not be reclassified to income statement

 

  

 

  

 

  

 

  

 

Re-measurement of net retirement benefit obligations

 

18

 

64

 

(81)

 

(8)

 

Taxation on other comprehensive income

 

 5

 

(9)

 

10

 

10

 

Total items that will not be reclassified to income statement

 

  

 

55

 

(71)

 

 2

 

 

 

 

 

 

 

 

 

 

 

Items that may be reclassified subsequently to income statement

 

  

 

  

 

  

 

  

 

Cash flow hedges – forward foreign exchange contracts

 

  

 

  

 

  

 

  

 

– (losses)/gains arising in the year

 

  

 

(45)

 

(15)

 

34

 

– losses/(gains) transferred to inventories for the year

 

  

 

21

 

20

 

(50)

 

Fair value remeasurement of available for sale asset

 

  

 

(10)

 

10

 

 –

 

Exchange differences on translation of foreign operations

 

  

 

181

 

(134)

 

(176)

 

Total items that may be reclassified subsequently to income statement

 

  

 

147

 

(119)

 

(192)

 

Other comprehensive income/(loss) for the year, net of taxation

 

  

 

202

 

(190)

 

(190)

 

Total comprehensive income for the year1

 

  

 

969

 

594

 

220

 

1

Attributable to equity holders of the Company and wholly derived from continuing operations.

Picture 1The Notes on pages 119-162 are an integral part of these accounts.


116ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

GROUP FINANCIAL STATEMENTS

GROUP BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

 

At

 

At

 

 

 

 

 

31 December

 

31 December

 

 

 

 

 

2017

 

2016

 

 

    

Notes

    

$ million

    

$ million

 

Assets

 

  

 

  

 

  

 

Non-current assets

 

  

 

  

 

  

 

Property, plant and equipment

 

 7

 

1,049

 

982

 

Goodwill

 

 8

 

2,371

 

2,188

 

Intangible assets

 

 9

 

1,371

 

1,411

 

Investments

 

10

 

21

 

25

 

Investments in associates

 

11

 

118

 

112

 

Other non-current assets

 

13

 

16

 

 –

 

Retirement benefit assets

 

18

 

62

 

 –

 

Deferred tax assets

 

 5

 

127

 

97

 

 

 

  

 

5,135

 

4,815

 

Current assets

 

  

 

  

 

  

 

Inventories

 

12

 

1,304

 

1,244

 

Trade and other receivables

 

13

 

1,258

 

1,185

 

Cash at bank

 

15

 

169

 

100

 

 

 

  

 

2,731

 

2,529

 

Total assets

 

  

 

7,866

 

7,344

 

 

 

  

 

  

 

  

 

Equity and liabilities

 

  

 

  

 

  

 

Equity attributable to owners of the Company

 

  

 

  

 

  

 

Share capital

 

19

 

178

 

180

 

Share premium

 

  

 

605

 

600

 

Capital redemption reserve

 

  

 

17

 

15

 

Treasury shares

 

19

 

(257)

 

(432)

 

Other reserves

 

  

 

(228)

 

(375)

 

Retained earnings

 

  

 

4,329

 

3,970

 

Total equity

 

  

 

4,644

 

3,958

 

Non-current liabilities

 

  

 

  

 

  

 

Long-term borrowings

 

15

 

1,423

 

1,564

 

Retirement benefit obligations

 

18

 

131

 

164

 

Other payables

 

14

 

128

 

82

 

Provisions

 

17

 

97

 

134

 

Deferred tax liabilities

 

 5

 

97

 

94

 

 

 

  

 

1,876

 

2,038

 

Current liabilities

 

  

 

  

 

  

 

Bank overdrafts and loans

 

15

 

27

 

86

 

Trade and other payables

 

14

 

957

 

884

 

Provisions

 

17

 

129

 

147

 

Current tax payable

 

5

 

233

 

231

 

 

 

  

 

1,346

 

1,348

 

Total liabilities

 

  

 

3,222

 

3,386

 

Total equity and liabilities

 

  

 

7,866

 

7,344

 

The accounts were approved by the Board and authorised for issue on 22 February 2018 and are signed on its behalf by:

Roberto Quarta

Olivier Bohuon

Graham Baker

Chairman

Chief Executive Officer

Chief Financial Officer

Picture 3   The Notes on pages 119-162 are an integral part of these accounts.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      117

GROUP CASH FLOW STATEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended

 

Year ended

 

Year ended

 

 

 

 

 

31 December

 

31 December

 

31 December

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

Notes

    

$ million

    

$ million

    

$ million

 

Cash flows from operating activities

 

  

 

  

 

  

 

  

 

Profit before taxation

 

  

 

879

 

1,062

 

559

 

Net interest expense

 

 4

 

51

 

46

 

38

 

Depreciation, amortisation and impairment

 

  

 

447

 

463

 

493

 

Loss on disposal of property, plant and equipment and software

 

  

 

13

 

15

 

15

 

Distribution from trade investments

 

  

 

 –

 

 –

 

 3

 

Share-based payments expense (equity settled)

 

23

 

31

 

27

 

29

 

Share of results of associates

 

11

 

(6)

 

 3

 

16

 

Profit on disposal of business

 

21

 

 –

 

(326)

 

 –

 

Net movement in post-retirement benefit obligations

 

  

��

(40)

 

(85)

 

(57)

 

Increase in inventories

 

  

 

(17)

 

(47)

 

(83)

 

Increase in trade and other receivables

 

  

 

(40)

 

(74)

 

(26)

 

(Decrease)/increase in trade and other payables and provisions

 

  

 

(45)

 

(49)

 

216

 

Cash generated from operations1

 

  

 

1,273

 

1,035

 

1,203

 

Interest received

 

  

 

 2

 

 3

 

 8

 

Interest paid

 

  

 

(50)

 

(48)

 

(44)

 

Income taxes paid

 

  

 

(135)

 

(141)

 

(137)

 

Net cash inflow from operating activities

 

  

 

1,090

 

849

 

1,030

 

Cash flows from investing activities

 

  

 

  

 

  

 

  

 

Acquisitions, net of cash acquired

 

21

 

(159)

 

(214)

 

(44)

 

Capital expenditure

 

 2

 

(376)

 

(392)

 

(358)

 

Investment in associate

 

11

 

 –

 

 –

 

(25)

 

Purchase of investments

 

10

 

(8)

 

(2)

 

(2)

 

Proceeds on disposal of business

 

21

 

 –

 

343

 

 –

 

Tax on disposal of business

 

  

 

 –

 

(118)

 

 –

 

Net cash used in investing activities

 

  

 

(543)

 

(383)

 

(429)

 

Cash flows from financing activities

 

  

 

  

 

  

 

  

 

Proceeds from issue of ordinary share capital

 

  

 

 5

 

10

 

16

 

Purchase of own shares

 

  

 

(52)

 

(368)

 

(77)

 

Proceeds from borrowings due within one year

 

20

 

53

 

34

 

42

 

Settlement of borrowings due within one year

 

20

 

(64)

 

(38)

 

(26)

 

Proceeds from borrowings due after one year

 

20

 

570

 

890

 

831

 

Settlement of borrowings due after one year

 

20

 

(706)

 

(759)

 

(1,062)

 

Proceeds from own shares

 

  

 

 5

 

 6

 

 5

 

Settlement of currency swaps

 

20

 

24

 

(25)

 

(15)

 

Equity dividends paid

 

19

 

(269)

 

(279)

 

(272)

 

Net cash used in financing activities

 

  

 

(434)

 

(529)

 

(558)

 

Net increase/(decrease) in cash and cash equivalents

 

  

 

113

 

(63)

 

43

 

Cash and cash equivalents at beginning of year

 

20

 

38

 

102

 

65

 

Exchange adjustments

 

20

 

 4

 

(1)

 

(6)

 

Cash and cash equivalents at end of year2

 

  

 

155

 

38

 

102

 

1

Includes $15m (2016: $62m, 2015: $52m) of outgoings on restructuring and rationalisation expenses, $3m (2016: $24m, 2015: $36m) of acquisition-related costs and $25m (2016: $36m, 2015: $3m) of legal and other costs.

2

Cash and cash equivalents is net of bank overdrafts of $14m (2016: $62m, 2015: $18m).

Picture 15   The Notes on pages 119-162 are an integral part of these accounts.


118ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

GROUP FINANCIAL STATEMENTS

GROUP STATEMENT OF CHANGES IN EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

 

 

 

 

 

 

Share

 

Share

 

redemption

 

Treasury

 

Other

 

Retained

 

Total

 

 

 

capital

 

premium

 

reserve

 

shares2

 

reserves3

 

earnings

 

equity

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

At 31 December 2014

 

184

 

574

 

11

 

(315)

 

(64)

 

3,650

 

4,040

 

Attributable profit for the year1

 

 –

 

 –

 

 –

 

 –

 

 –

 

410

 

410

 

Other comprehensive (expense)/income

 

 –

 

 –

 

 –

 

 –

 

(192)

 

 2

 

(190)

 

Equity dividends declared and paid

 

 –

 

 –

 

 –

 

 –

 

 –

 

(272)

 

(272)

 

Share-based payments recognised

 

 –

 

 –

 

 –

 

 –

 

 –

 

29

 

29

 

Taxation on share-based payments

 

 –

 

 –

 

 –

 

 –

 

 –

 

 5

 

 5

 

Purchase of own shares

 

 –

 

 –

 

 –

 

(77)

 

 –

 

 –

 

(77)

 

Cost of shares transferred to beneficiaries

 

 –

 

 –

 

 –

 

38

 

 –

 

(33)

 

 5

 

Cancellation of treasury shares

 

(1)

 

 –

 

 1

 

60

 

 –

 

(60)

 

 –

 

Issue of ordinary share capital4

 

 –

 

16

 

 –

 

 –

 

 –

 

 –

 

16

 

At 31 December 2015

 

183

 

590

 

12

 

(294)

 

(256)

 

3,731

 

3,966

 

Attributable profit for the year1

 

 –

 

 –

 

 –

 

 –

 

 –

 

784

 

784

 

Other comprehensive expense

 

 –

 

 –

 

 –

 

 –

 

(119)

 

(71)

 

(190)

 

Equity dividends declared and paid

 

 –

 

 –

 

 –

 

 –

 

 –

 

(279)

 

(279)

 

Share-based payments recognised

 

 –

 

 –

 

 –

 

 –

 

 –

 

27

 

27

 

Taxation on share-based payments

 

 –

 

 –

 

 –

 

 –

 

 –

 

 2

 

 2

 

Purchase of own shares

 

 –

 

 –

 

 –

 

(368)

 

 –

 

 –

 

(368)

 

Cost of shares transferred to beneficiaries

 

 –

 

 –

 

 –

 

40

 

 –

 

(34)

 

 6

 

Cancellation of treasury shares

 

(3)

 

 –

 

 3

 

190

 

 –

 

(190)

 

 –

 

Issue of ordinary share capital4

 

 –

 

10

 

 –

 

 –

 

 –

 

 –

 

10

 

At 31 December 2016

 

180

 

600

 

15

 

(432)

 

(375)

 

3,970

 

3,958

 

Attributable profit for the year1

 

 –

 

 –

 

 –

 

 –

 

 –

 

767

 

767

 

Other comprehensive income

 

 –

 

 –

 

 –

 

 –

 

147

 

55

 

202

 

Equity dividends declared and paid

 

 –

 

 –

 

 –

 

 –

 

 –

 

(269)

 

(269)

 

Share-based payments recognised

 

 –

 

 –

 

 –

 

 –

 

 –

 

31

 

31

 

Taxation on share-based payments

 

 –

 

 –

 

 –

 

 –

 

 –

 

(3)

 

(3)

 

Purchase of own shares

 

 –

 

 –

 

 –

 

(52)

 

 –

 

 –

 

(52)

 

Cost of shares transferred to beneficiaries

 

 –

 

 –

 

 –

 

26

 

 –

 

(21)

 

 5

 

Cancellation of treasury shares

 

(2)

 

 –

 

 2

 

201

 

 –

 

(201)

 

 –

 

Issue of ordinary share capital4

 

 –

 

 5

 

 –

 

 –

 

 –

 

 –

 

 5

 

At 31 December 2017

 

178

 

605

 

17

 

(257)

 

(228)

 

4,329

 

4,644

 

1

Attributable to equity holders of the Company and wholly derived from continuing operations.

2

Refer to Note 19.2 for further information.

3

Other reserves comprises gains and losses on cash flow hedges, foreign exchange differences on translation of foreign operations and net changes on fair value of trading investments. The cumulative translation loss within other reserves at 31 December 2017 was $207m (2016: $388m loss, 2015: $254m loss).

4

Issue of ordinary share capital as a result of options being exercised.

Picture 16   The Notes on pages 119-162 are an integral part of these accounts.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      119

NOTES TO THE GROUP ACCOUNTS

1 BASIS OF PREPARATION

Smith & Nephew plc (the Company) is a public limited company incorporated in England and Wales. In these accounts, the ‘Group’ means the Company and all its subsidiaries. The principal activities of the Group are to develop, manufacture, market and sell medical devices and services.

As required by the European Union’s IAS Regulation and the Companies Act 2006, the Group has prepared its accounts in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) effective as at 31 December 2017. The Group has also prepared its accounts in accordance with IFRS as issued by the International Accounting Standards Board (IASB) effective as at 31 December 2017. IFRSs as adopted by the EU differs in certain respects from IFRS as issued by the IASB. However, the differences have no impact for the periods presented.

The preparation of accounts in conformity with IFRS requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the year. The accounting policies requiring management to use significant estimates and assumptions are: inventories, impairment, taxation and liability provisions. These are discussed on page 114. Although these estimates are based on management’s best knowledge of current events and actions, actual results ultimately may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The Directors continue to adopt the going concern basis for accounting in preparing the annual financial statements. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Further information regarding the Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in Our Business & Marketplace on pages 8-17.

As described in Note 15, the Group meets its funding requirements through a mixture of shareholders’ funds, bank borrowings and private placement notes. At 31 December 2017, the Group had committed borrowing facilities of $2.4bn and total liquidity of $1.2bn, including net cash and cash equivalents of $155m and undrawn committed borrowing facilities of $1bn. The earliest expiry date of the Group’s committed borrowing facilities is in respect of a $300m bilateral term loan facility due to expire in April 2020. In addition, Note 16 includes the Group’s objectives, policies and processes for managing its capital; our financial risk management objectives; details of our financial instruments and hedging activities; and our exposures to foreign exchange, interest rates and credit risk.

The Group’s forecasts and projections, taking into account reasonably possible changes in trading performance, show that the Group has sufficient financial resources. The Directors have reasonable expectation that the Company and the Group are well placed to manage their business risks and to continue in operational existence for a period of at least three years from the date of the approval of the financial statements. Accordingly, the Directors continue to adopt the going concern basis (in accordance with the guidance ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ issued by the FRC) in preparing the consolidated financial statements.

There have been no new accounting pronouncements impacting the Group in 2017.

New accounting standards effective 2018

A number of new standards, amendments to standards and interpretations are effective for the Group’s annual periods beginning on or after 1 January 2018, and have not been applied in preparing these consolidated accounts. These include IFRS 15 Revenue from contracts with customers and IFRS 9 Financial Instruments which will be adopted from 1 January 2018.  

IFRS 15

The Group has undertaken a detailed impact assessment applying IFRS 15 to all the current ways in which the Group delivers products or services to customers to identify divergence with current practice and has concluded that IFRS 15 will not have a significant impact on the timing and recognition of revenue. The performance obligations involved in the sale of an orthopaedic implant are all considered to occur at the time of procedure giving rise to no difference in the timing of revenue recognition. The instrument set and implant used in an orthopaedic procedure are considered to be part of a single performance obligation. In line with past practice we will continue to measure and recognise revenue based on invoiced amounts at the time of the procedure. Revenue recognised on the sale of products in our other surgical and wound businesses have also been considered with reference to IFRS 15 with no impact identified in relation to the timing and measurement of revenue. The Group has also considered the impact on provisions for returns, trade discounts and rebates and has determined that the current policy is aligned with IFRS 15.

The Group intends to apply the practical expedients in IFRS 15 to not disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Group expects to recognise that amount as revenue for all reporting periods presented before 1 January 2018. The Group also intends to apply the practical expedients in relation to contracts with variable consideration and contracts that were completed at the beginning of the earliest period presented and/or modified before the beginning of the earliest period presented. The Group has concluded that applying these practical expedients will not have a significant impact on the timing, measurement and recognition of revenue.

The Group has assessed the disclosure requirements of IFRS 15 and has preliminarily determined that the majority of the disclosures are either currently included in the financial statements or can be prepared using data currently available. The Group continues to assess the disclosure requirements in relation to unsatisfied performance obligations and the disaggregation of revenue.


120ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

IFRS 9

The amendments to IFRS 9 mainly relate to the classification and measurement of financial instruments, and will not have a significant impact to the Group financial statements. When initially applying IFRS 9, the Group may choose as its accounting policy to continue to apply the hedge accounting requirements of IAS 39 instead of the requirements in IFRS 9. The Group will continue to apply the hedge requirements of IAS 39 on transition. The Group has considered the expected credit loss model and has determined that it will not have a significant impact on the provision for bad and doubtful debts. The Group has elected, from 1 January 2018, to present changes in the fair value of trade investments in the income statement.

New accounting standards effective 2019

IFRS 16

IFRS 16 Leases will be adopted retrospectively with the cumulative effect of initially applying the standard recognised at 1 January 2019 and the Group is currently assessing the application and impact of the standard.

1.1 Consolidation

The Group accounts include the accounts of Smith & Nephew plc and its subsidiaries for the periods during which they were members of the Group.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated in the Group accounts from the date that the Group obtains control, and continue to be consolidated until the date that such control ceases. Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated on consolidation. All subsidiaries have year ends which are co-terminus with the Groups, with the exception of jurisdictions whereby a different year end is required by local legislation.

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary and any related components of equity. Any resulting gain or loss is recognised in profit or loss. Any retained interest in the former subsidiary is measured at fair value.

1.2 Foreign currencies

Functional and presentation currency

The Group accounts are presented in US Dollars. The Company’s functional currency is US Dollars.

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group companies at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency as at the exchange rate at the reporting date. Non-monetary items are not retranslated.

Foreign operations

Balance sheet items of foreign operations, including goodwill and fair value adjustments arising on acquisition are translated into US Dollars on consolidation at the exchange rates at the reporting date. Income statement items and the cash flows of foreign operations are translated at average rates as an approximation to actual transaction rates, with actual transaction rates used for large one off transactions.

Foreign currency differences are recognised in ‘Other comprehensive income’ and accumulated in ‘Other reserves’ within equity. These include: exchange differences on the translation at closing rates of exchange of non-US Dollar opening net assets; the differences arising between the translation of profits into US Dollars at actual (or average, as an approximation) and closing exchange rates; to the extent that the hedging relationship is effective, the difference on translation of foreign currency borrowings or swaps that are used to finance or hedge the Group’s net investments in foreign operations; and the movement in the fair value of forward foreign exchange contracts used to hedge forecast foreign exchange cash flows.

The exchange rates used for the translation of currencies into US Dollars that have the most significant impact on the Group results were:

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

 

Average rates

 

  

 

  

 

  

 

Sterling

 

1.29

 

1.35

 

1.53

 

Euro

 

1.13

 

1.11

 

1.11

 

Swiss Franc

 

1.02

 

1.02

 

1.04

 

Year end rates

 

  

 

  

 

  

 

Sterling

 

1.35

 

1.23

 

1.48

 

Euro

 

1.20

 

1.05

 

1.09

 

Swiss Franc

 

1.02

 

0.98

 

1.00

 


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      121

2 BUSINESS SEGMENT INFORMATION

The Group is engaged in a single business activity, being the development, manufacture and sale of medical technology products and services.

Development, manufacturing, supply chain and central functions are managed globally for the Group as a whole. Sales are managed through two geographical selling regions: US and International; with a president for each who is responsible for the commercial review of that region. The Executive Committee (‘ExCo’), comprises geographical presidents and certain heads of function and is chaired by the Chief Executive Officer (‘CEO’). ExCo is the body through which the CEO uses the authority delegated to him by the Board of Directors to manage the operations and performance of the Group. All significant operating decisions regarding the allocation and prioritisation of the Group’s resources and assessment of the Group’s performance are made by ExCo, and whilst the members have individual responsibility for the implementation of decisions within their respective areas, it is at the ExCo level that these decisions are made. Accordingly, ExCo is considered to be the Group’s chief operating decision maker as defined by IFRS 8 Operating Segments.

In making decisions about the prioritisation and allocation of the Group’s resources, ExCo reviews financial information on an integrated basis for the Group as a whole and determines the best allocation of resources to Group-wide projects. This information is prepared substantially on the same basis as the Group’s IFRS financial statements aside from the adjustments described in Note 2.2. In assessing performance, ExCo also considers financial information presented on a geographical selling region and product franchise basis for revenue. Financial information for corporate and functional costs is presented on a Group-wide basis.

The types of products and services offered by the Group’s global business segment are as follows:

-

Sports Medicine Joint Repair, which offers surgeons a broad array of instruments, technologies and implants necessary to perform minimally invasive surgery of the joints;

-

Arthroscopic Enabling Technologies, which offers healthcare providers a variety of technologies such as fluid management equipment for surgical access, high definition cameras, digital image capture, scopes, light sources and monitors to assist with visualisation inside the joints, radio frequency, electromechanical and mechanical tissue resection devices, and hand instruments for removing damaged tissue;

-

Trauma & Extremities, consisting of internal and external devices used in the stabilisation of severe fractures and deformity correction procedures;

-

Other Surgical Businesses, which includes robotics-assisted surgery, various products and technologies to assist in surgical treatment of the ear, nose and throat, and gynaecological instrumentation, until the Gynaecology business disposal in August 2016;

-

Knee Implants, which offers an innovative range of products for specialised knee replacement procedures;

-

Hip Implants, which offers a range of specialist products for reconstruction of the hip joint;

-

Advanced Wound Care, which includes products for the treatment and prevention of acute and chronic wounds, including leg, diabetic and pressure ulcers, burns and post-operative wounds;

-

Advanced Wound Bioactives, which includes biologics and other bioactive technologies that provide unique approaches to debridement and dermal repair/regeneration; and

-

Advanced Wound Devices, which consists of traditional and single-use Negative Pressure Wound Therapy and hydrosurgery systems.

The segment information is prepared in conformity with the accounting policies of the Group and the accounting standard IFRS 8 Operating Segments.

The segment profit measure reported to the Chief Executive Officer and the ExCo for the purposes of resource allocation and assessment is trading profit and excludes the effects of non-recurring, infrequent, non-cash and other items that management does not otherwise believe are indicative of the underlying performance of the consolidated Group as discussed in Note 2.2. Group financing (including interest receivable and payable) is managed on a net basis outside the business segment.


122ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

2.1 Revenue by business segment and geography

Accounting policy

Revenue comprises sales of products and services to third parties at amounts invoiced net of trade discounts and rebates, excluding taxes on revenue. Revenue from the sale of products is recognised upon transfer to the customer of the significant risks and rewards of ownership. This is generally when goods are delivered to customers. There is no significant revenue associated with the provision of discrete services. In Established Markets we typically sell direct to healthcare institutions while in our Emerging Markets we typically sell to distributors and intermediaries. In general our surgical business is more direct to hospitals and ambulatory service centres whereas in our wound business, and in particular products used in community and homecare facilities, it is through wholesalers. Sales of inventory located at customer premises and is available for customers’ immediate use. Complete setsuse are recognised when notification is received that the product has been implanted or used. Appropriate provisions for returns, trade discounts and rebates are deducted from revenue. Rebates comprise retrospective volume discounts granted to certain customers on attainment of products, including largecertain levels of purchases from the Group. These are accrued over the course of the arrangement based on estimates of the level of business expected and small sizes, have to be made available in this way. These sizes are used less frequently than standard sizes and towardsadjusted at the end of the arrangement to reflect actual volumes.

Segment revenue reconciles to statutory revenues from continuing operations as follows:

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Reportable segment revenue

 

  

 

  

 

  

 

Revenue from external customers

 

4,765

 

4,669

 

4,634

 

In presenting information on the basis of geographical segments, segment revenue is based on location of Smith & Nephew businesses:

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Geographical segment revenue

 

  

 

  

 

  

 

United Kingdom

 

244

 

266

 

301

 

United States of America

 

2,332

 

2,299

 

2,217

 

Other1

 

2,189

 

2,104

 

2,116

 

Consolidated revenue from continuing operations

 

4,765

 

4,669

 

4,634

 

1

No other country represents more than 6% of consolidated sales revenue from continuing operations.

The table below shows revenue by product type from continuing operations. Included within the 2015 analysis is a reclassification of $58m of product sales formerly included in the Sports Medicine Joint Repair franchise which has now been included in the Arthroscopic Enabling Technologies franchise in order to present analysis in line with 2017 management reporting on a consistent basis.

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Revenue by product from continuing operations

 

  

 

  

 

  

 

Knee Implants

 

984

 

932

 

883

 

Hip Implants

 

599

 

597

 

604

 

Trauma & Extremities

 

495

 

475

 

497

 

Sports Medicine Joint Repair

 

627

 

587

 

548

 

Arthroscopic Enabling Technologies

 

615

 

631

 

631

 

Other Surgical Businesses

 

189

 

214

 

205

 

Advanced Wound Care

 

720

 

719

 

755

 

Advanced Wound Bioactives

 

342

 

342

 

344

 

Advanced Wound Devices

 

194

 

172

 

167

 

Consolidated revenue from continuing operations

 

4,765

 

4,669

 

4,634

 

Major customers

No single customer generates revenue greater than 10% of the consolidated revenue.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      123

2.2 Trading and operating profit by business segment

Trading profit is a trend measure which presents the long-term profitability of the Group excluding the impact of specific transactions that management considers affects the Group’s short-term profitability. The Group presents this measure to assist investors in their understanding of trends. The Group has identified the following items, where material, as those to be excluded from operating profit when arriving at trading profit: acquisition and disposal-related items; amortisation and impairment of acquisition intangibles; significant restructuring programmes; gains and losses arising from legal disputes; and other significant items. Further detail is provided in Notes 2.3, 2.4 and 2.5. Operating profit reconciles to trading profit as follows:

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Operating profit of the business segment

 

934

 

801

 

628

 

Acquisition-related costs

 

(10)

 

 9

 

12

 

Restructuring and rationalisation expenses

 

 –

 

62

 

65

 

Amortisation and impairment of acquisition intangibles

 

140

 

178

 

204

 

Legal and other

 

(16)

 

(30)

 

190

 

Trading profit of the business segment

 

1,048

 

1,020

 

1,099

 

2.3 Acquisition-related costs

Acquisition-related costs credit of $10m (2016: $9m charge, 2015: $12m charge) relates to a remeasurement of contingent consideration for a prior year acquisition partially offset by costs associated with the acquisition of Rotation Medical, Inc.

2.4 Restructuring and rationalisation expenses

No restructuring and rationalisation costs were incurred in 2017 (2016: $62m, 2015: $65m). In 2016 and 2015, these costs primarily related to the ongoing implementation of the Group Optimisation Plan which was completed in 2016.

2.5 Legal and other

The legal and other credit within operating profit of $16m (2016: $30m credit, 2015: $190m charge) primarily related to a $54m  credit recognised following a settlement payment received from Arthrex relating to patent litigation, partially offset by legal expenses for patent litigation with Arthrex and ongoing metal-on-metal hip claims. In 2017 there was a $10m increase in the provision that reflects the present value of the estimated costs to reduce all other known and anticipated metal-on-metal hip claims.

2.6 Assets and liabilities by business segment and geography

 

 

 

 

 

 

 

 

 

  

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Reconciliation of assets of the business segment to the consolidated group

 

  

 

  

 

  

 

Assets of the business segment

 

7,508

 

7,147

 

6,929

 

Unallocated corporate assets:

 

  

 

  

 

  

 

– Deferred tax assets

 

127

 

97

 

105

 

– Retirement benefit assets

 

62

 

 –

 

13

 

– Cash at bank

 

169

 

100

 

120

 

Total assets of the consolidated group

 

7,866

 

7,344

 

7,167

 

In presenting information on the basis of geographical segments, non-current segment assets are based on their location:

 

 

 

 

 

 

 

 

Geographic segment assets

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

United Kingdom

 

364

 

335

 

366

 

United States of America

 

3,295

 

3,145

 

2,982

 

Other

 

1,287

 

1,238

 

1,226

 

Total non-current assets of the consolidated group1

 

4,946

 

4,718

 

4,574

 

1

Non-current assets excludes retirement benefit assets and deferred tax assets.


124ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Reconciliation of liabilities of the business segment to the consolidated group

 

  

 

  

 

  

 

Liabilities of the business segment

 

1,311

 

1,247

 

1,197

 

Unallocated corporate liabilities:

 

  

 

  

 

  

 

– Long-term borrowings

 

1,423

 

1,564

 

1,434

 

– Retirement benefit obligations

 

131

 

164

 

184

 

– Deferred tax liabilities

 

97

 

94

 

77

 

– Bank overdrafts and loans - current

 

27

 

86

 

46

 

– Current tax payable

 

233

 

231

 

263

 

Total liabilities of the consolidated group

 

3,222

 

3,386

 

3,201

 

 

 

 

 

 

 

 

 

Depreciation, amortisation and impairment of the business segment

 

  

 

  

 

  

 

Depreciation of property, plant and equipment

 

243

 

224

 

226

 

Amortisation of acquisition intangibles

 

130

 

130

 

153

 

Amortisation of other intangible assets

 

62

 

61

 

66

 

Total depreciation and amortisation

 

435

 

415

 

445

 

Impairment losses on acquisition intangibles1

 

10

 

48

 

51

 

Impairment loss/(reversal) on trade investments1

 

 2

 

 –

 

(3)

 

Total depreciation, amortisation and impairment

 

447

 

463

 

493

 

1

Impairments recognised in operating profit, within the administrative expenses line.

Segment acquisition of property, plant and equipment and intangibles reconciles to that of the consolidated group, and comprises the following:

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Additions to property, plant and equipment

 

308

 

320

 

303

 

Additions to intangibles

 

68

 

72

 

55

 

Capital expenditure (excluding business combinations)

 

376

 

392

 

358

 

Trade investments

 

 8

 

 2

 

 2

 

Acquisitions – Goodwill

 

132

 

211

 

34

 

Acquisitions – Intangible assets

 

61

 

85

 

19

 

Acquisitions – Property, plant and equipment

 

 1

 

 2

 

 6

 

Capital and acquisition expenditure

 

578

 

692

 

419

 


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      125

3 OPERATING PROFIT

Accounting policies

Research and development

Research expenditure is expensed as incurred. Internal development expenditure is only capitalised if the recognition criteria in IAS 38 Intangible Assets have been satisfied. The Group considers that the regulatory, technical and market uncertainties inherent in the development of new products mean that in most cases development costs should not be capitalised as intangible assets until products receive approval from the appropriate regulatory body.

Payments to third parties for research and development projects are accounted for based on the substance of the arrangement. If the arrangement represents outsourced research and development activities the payments are generally expensed except in limited circumstances where the respective development expenditure would be capitalised under the principles established in IAS 38. By contrast, the payments are capitalised if the arrangement represents consideration for the acquisition of intellectual property developed at the risk of the third party.

Capitalised development expenditures are amortised on a straight-line basis over their useful economic lives from product life cyclelaunch.

Advertising costs

Advertising costs are inevitablyexpensed as incurred.

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Revenue

 

4,765

 

4,669

 

4,634

 

Cost of goods sold

 

(1,248)

 

(1,272)

 

(1,143)

 

Gross profit

 

3,517

 

3,397

 

3,491

 

Research and development expenses

 

(223)

 

(230)

 

(222)

 

Selling, general and administrative expenses:

 

  

 

  

 

  

 

Marketing, selling and distribution expenses

 

(1,781)

 

(1,712)

 

(1,735)

 

Administrative expenses1,2,3,4

 

(579)

 

(654)

 

(906)

 

 

 

(2,360)

 

(2,366)

 

(2,641)

 

Operating profit

 

934

 

801

 

628

 

1

2017 includes $62m of amortisation of software and other intangible assets (2016: $61m, 2015: $66m).

2

2017 includes $140m of amortisation and impairment of acquisition intangibles (2016: $62m of restructuring and rationalisation expenses and $178m of amortisation and impairment of acquisition intangibles, 2015: $65m of restructuring and rationalisation expenses and $204m of amortisation and impairment of acquisition intangibles).

3

2017 includes $16m credit relating to legal and other items (2016: $30m credit, 2015: $190m charge).

4

2017 includes $10m credit of acquisition-related costs (2016: $9m charge, 2015: $12m charge).

Note that items detailed in 2, 3, 4 are excluded from the calculation of trading profit, the segment profit measure.

Operating profit is stated after charging/(crediting) the following items:

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Other operating income

 

(66)

 

(25)

 

(41)

 

Amortisation of intangibles

 

192

 

191

 

219

 

Impairment of intangible assets

 

10

 

48

 

51

 

Depreciation of property, plant and equipment

 

243

 

224

 

226

 

Loss on disposal of property, plant and equipment and intangible assets

 

13

 

15

 

15

 

Operating lease payments for land and buildings

 

36

 

39

 

37

 

Operating lease payments for other assets

 

21

 

19

 

20

 

Advertising costs

 

102

 

88

 

91

 

In 2017 other operating income primarily relates to a gain relating to patent litigation (2016: insurance recovery relating to metal-on-metal claims, 2015: net gain relating to patent litigation).


126ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

3 OPERATING PROFIT continued

3.1 Staff costs and employee numbers

Staff costs during the year amounted to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

Notes

    

$ million

    

$ million

    

$ million

 

Wages and salaries

 

  

 

1,157

 

1,227

 

1,193

 

Social security costs

 

  

 

178

 

129

 

135

 

Pension costs (including retirement healthcare)1

 

18

 

64

 

23

 

58

 

Share-based payments

 

23

 

31

 

27

 

30

 

 

 

  

 

1,430

 

1,406

 

1,416

 

1 In 2016, pension costs include the past service cost credit of $49m arising primarily from the closure of the UK defined benefit scheme to future accrual.

During the year ended 31 December 2017, the average number of employees was 16,333 (2016: 15,584, 2015: 14,686).

3.2 Audit Fees – information about the nature and cost of services provided by the auditor

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Audit services:

 

  

 

  

 

  

 

Group accounts

 

2.4

 

2.0

 

2.1

 

Local statutory audit pursuant to legislation

 

2.0

 

2.0

 

2.0

 

Other services:

 

  

 

  

 

  

 

Non-audit services

 

0.1

 

0.5

 

0.5

 

Taxation services:

 

  

 

  

 

  

 

Compliance services

 

 –

 

0.1

 

0.5

 

Advisory services

 

 –

 

 –

 

 –

 

Total auditor’s remuneration

 

4.5

 

4.6

 

5.1

 

Arising:

 

  

 

  

 

  

 

In the UK

 

2.5

 

2.5

 

2.5

 

Outside the UK

 

2.0

 

2.1

 

2.6

 

 

 

4.5

 

4.6

 

5.1

 

4 INTEREST AND OTHER FINANCE COSTS

4.1 Interest income/(expense)

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Interest income

 

 6

 

 6

 

11

 

Interest expense:

 

  

 

  

 

  

 

Bank borrowings

 

(11)

 

(9)

 

(9)

 

Private placement notes

 

(38)

 

(37)

 

(37)

 

Other

 

(8)

 

(6)

 

(3)

 

 

 

(57)

 

(52)

 

(49)

 

Net interest expense

 

(51)

 

(46)

 

(38)

 

4.2 Other finance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

Notes

    

$ million

    

$ million

    

$ million

 

Retirement benefit net interest expense

 

18

 

(5)

 

(7)

 

(11)

 

Unwinding of discount

 

  

 

(5)

 

(9)

 

(3)

 

Other

 

  

 

 –

 

 –

 

(1)

 

Other finance costs

 

  

 

(10)

 

(16)

 

(15)

 

Foreign exchange gains or losses arose primarily on the translation of intercompany and third party borrowings and amounted to a net $25m loss in 2017 (2016: net $22m gain, 2015: net $11m gain). These amounts were matched by the fair value gains or losses on currency swaps held to manage this currency risk.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      127

5 TAXATION

Accounting policy

The charge for current taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

The Group operates in excessnumerous tax jurisdictions around the world and it is Group policy to submit its tax returns to the relevant tax authorities as promptly as possible. At any given time, the Group is involved in disputes and tax audits and will have a number of requirements. Adjustmentstax returns potentially subject to audit. Significant issues may take several years to resolve. In estimating the probability and amount of any tax charge, management takes into account the views of internal and external advisers and updates the amount of tax provision whenever necessary. The ultimate tax liability may differ from the amount provided depending on interpretations of tax law, settlement negotiations or changes in legislation.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for: temporary differences related to investments in subsidiaries and associates where the Group is able to control the timing of the reversal of the temporary difference and it is probable that this will not reverse in the foreseeable future; on the initial recognition of non-deductible goodwill; and on the initial recognition of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, does not affect the accounting or taxable profit.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date.

Deferred tax is measured on an undiscounted basis, and at the tax rates that have been enacted or substantively enacted by the reporting date that are expected to apply in the periods in which the asset or liability is settled. It is recognised in the income statement except when it relates to items credited or charged directly to other comprehensive income or equity, in which case the deferred tax is also recognised within other comprehensive income or equity respectively.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority, when the Group intends to settle its current tax assets and liabilities on a net basis and that authority permits the Group to make a single net payment.

5.1 Taxation charge attributable to the Group

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Current taxation:

 

  

 

  

 

  

 

UK corporation tax

 

23

 

23

 

31

 

Overseas tax

 

177

 

261

 

219

 

Current income tax charge

 

200

 

284

 

250

 

Adjustments in respect of prior periods

 

(60)

 

(53)

 

(56)

 

Total current taxation

 

140

 

231

 

194

 

Deferred taxation:

 

  

 

  

 

  

 

Origination and reversal of temporary differences

 

32

 

24

 

(73)

 

Changes in tax rates

 

(49)

 

 –

 

(3)

 

Adjustments to estimated amounts arising in prior periods

 

(11)

 

23

 

31

 

Total deferred taxation

 

(28)

 

47

 

(45)

 

Total taxation as per the income statement

 

112

 

278

 

149

 

Taxation in other comprehensive income

 

 9

 

(10)

 

(10)

 

Taxation in equity

 

 3

 

(2)

 

(5)

 

Taxation attributable to the Group

 

124

 

266

 

134

 

The 2017 and 2016 net prior period adjustment benefits of $71m and $30m respectively mainly relate to provision releases following agreement reached with the IRS on US tax matters after the conclusion of US tax audits in 2017 and 2016, provision releases on the expiry of statute of limitations and tax accrual to tax return adjustments, partially offset by an increase in certain other tax provisions. The 2015 net prior period adjustment benefit of $25m mainly relates to provision releases after settlement with tax authorities or the expiry of statute of limitations and tax accrual to tax return adjustments.

Included in the total tax charge is a $32m net benefit as a result of the new US tax reform legislation enacted in December 2017, which comprises a benefit from a revaluation of deferred tax balances included within changes in tax rates, partially offset by a current tax charge relating to the deemed repatriation of foreign profits not previously taxed in the US.

Total taxation as per the income statement of $112m includes a $58m net credit (2016: $48m net charge, 2015: $130m net credit) as a consequence of the net benefit from US tax reform, acquisitions and disposals, amortisation and impairment of acquisition intangibles and legal and other.


128ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

Factors affecting future tax charges

The Group operates in numerous tax jurisdictions around the world and is subject to factors that may affect future tax charges including the recently enacted US tax reform, the review by the European Commission into whether the UK CFC financing exemption rules constitute illegal State Aid, implementation of the OECD’s BEPS actions, tax rate changes, tax legislation changes, expiry of the statute of limitations and resolution of tax audits and disputes.

At any given time the Group has unagreed years outstanding in various countries and is involved in tax audits and disputes, some of which may take several years to resolve. Current tax payable of $233m includes $201m of provisions for uncertain tax positions in respect of various countries. The Group believes that it has made adequate provision in respect of additional tax liabilities that may arise from these unagreed years, tax audits and disputes, the majority of which relate to transfer pricing matters as would be expected for a Group operating internationally. However, the actual liability for any particular issue may be higher or lower than the amount provided resulting in a negative or positive effect on the tax charge in any given year, including a reduction in the tax charge because of an expiry of the relevant statute of limitations. Whilst the impact can vary from year to year, the negative or positive effect on the tax charge for 2018 is not expected to result in a net prior period adjustment for 2018 which is greater than that realised in 2017.

The Group has completed its review of the new US tax reform legislation, as enacted, including the reduction of the US federal tax rate from 35% to 21%, which came into effect on 1 January 2018. As a result, the Group expects a positive impact on its tax charge for future years in addition to the one-off net tax benefit of $32m in 2017. However, it should be noted that parts of the new legislation are subject to questions of interpretation, and further regulations may be issued in the future to clarify or change certain elements, which may affect future tax charges.

In December 2016, the Group appealed to the First Tier Tribunal in the UK against a decision by HM Revenue and Customs (HMRC) relating to the tax deductibility of certain historical foreign exchange losses. The decision of the Tribunal was released on 8 February 2017 and it upheld the Group’s appeal. HMRC appealed against this decision and their appeal will be heard by the Upper Tribunal in June 2018. No tax benefit has been recognised to date in respect of these foreign exchange losses. In the event that the Group is ultimately successful in the Courts, then the Group’s tax charge would be reduced, in the year of success, as a result.

In 2016, the UK Government enacted legislation to reduce the main rate of UK statutory corporation tax to 19.0% from 1 April 2017 and 17.0% from 1 April 2020.

The UK standard rate of corporation tax for 2017 is 19.3% (2016: 20.0%, 2015: 20.3%). Overseas taxation is calculated at the rates prevailing in the respective jurisdictions. The table below reconciles the expected tax charge at the UK statutory rate with the actual tax charge:

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Profit before taxation

 

879

 

1,062

 

559

 

Expected taxation at UK statutory rate of 19.3% (2016: 20.0%, 2015: 20.3%)

 

169

 

212

 

113

 

Differences in overseas taxation rates1

 

48

 

34

 

52

 

Disposal of the Gynaecology business (mainly at the US tax rate)

 

 –

 

56

 

 –

 

Benefit of US Manufacturing deduction

 

(9)

 

(7)

 

(7)

 

R&D credits

 

(3)

 

(3)

 

(6)

 

Tax losses not recognised

 

10

 

 1

 

11

 

Utilisation of previously unrecognised tax losses

 

(6)

 

(9)

 

 –

 

Impact of US tax reform

 

(32)

 

 –

 

 –

 

Expenses not deductible for tax purposes

 

11

 

23

 

14

 

Changes in tax rates

 

(5)

 

 1

 

(3)

 

Adjustments in respect of prior years2

 

(71)

 

(30)

 

(25)

 

Total taxation as per the income statement

 

112

 

278

 

149

 

1

Mainly relates to profits taxed in the US at a rate higher than the UK statutory rate and includes the impact of intra-group loans provided to finance US acquisitions and business operations.

2

The adjustments in respect of prior years are explained on the previous page.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      129

5.2 Deferred taxation

Movements in the main components of deferred tax assets and liabilities were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory,

 

 

 

 

 

Accelerated

 

 

 

Retirement

 

 

 

provisions,

 

 

 

 

 

tax

 

 

 

benefit

 

 

 

losses and other

 

 

 

 

 

depreciation

 

Intangibles

 

obligation

 

Macrotexture

 

differences

 

Total

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

At 31 December 2015

 

(62)

 

(223)

 

39

 

52

 

222

 

28

 

Exchange adjustment

 

 –

 

 2

 

 –

 

 –

 

(3)

 

(1)

 

Movement in income statement – current year

 

 –

 

34

 

(16)

 

 –

 

(42)

 

(24)

 

Movement in income statement – prior years

 

(11)

 

 6

 

(2)

 

 –

 

(16)

 

(23)

 

Movement in other comprehensive income

 

 –

 

 –

 

 7

 

 –

 

(1)

 

 6

 

Movement in equity

 

 –

 

 –

 

 –

 

 –

 

 2

 

 2

 

Changes in tax rate

 

 –

 

 1

 

 –

 

 –

 

(1)

 

 –

 

Acquisitions

 

 –

 

(29)

 

 –

 

 –

 

44

 

15

 

At 31 December 2016

 

(73)

 

(209)

 

28

 

52

 

205

 

 3

 

Exchange adjustment

 

 1

 

(2)

 

 2

 

 –

 

13

 

14

 

Movement in income statement – current year

 

(9)

 

15

 

(6)

 

(1)

 

(31)

 

(32)

 

Movement in income statement – prior years

 

 2

 

 4

 

 –

 

 –

 

 5

 

11

 

Movement in other comprehensive income

 

 –

 

 –

 

(17)

 

 –

 

 4

 

(13)

 

Movement in equity

 

 –

 

 –

 

 –

 

 –

 

(3)

 

(3)

 

Changes in tax rate

 

29

 

71

 

 –

 

(18)

 

(33)

 

49

 

Acquisitions

 

 –

 

(22)

 

 –

 

 –

 

23

 

 1

 

At 31 December 2017

 

(50)

 

(143)

 

 7

 

33

 

183

 

30

 

Represented by:

 

 

 

 

 

 

 

 

2017

 

2016

 

 

    

$ million

    

$ million

 

Deferred tax assets

 

127

 

97

 

Deferred tax liabilities

 

(97)

 

(94)

 

Net position at 31 December

 

30

 

 3

 

The Group has gross unused trading and non-trading tax losses of $271m (2016: $230m) and gross unused capital losses of $113m (2016: $122m) available for offset against future profits of which $32m of trading losses will expire within 3-8 years from the balance sheet date if not utilised. A deferred tax asset of $38m (2016: $45m) has been recognised in respect of $132m (2016: $109m) of the trading and non-trading tax losses. No deferred tax asset has been recognised on the remaining unused tax losses as they are not expected to be realised in the foreseeable future. There are no temporary differences in respect of investments in subsidiaries and associates for which deferred tax liabilities have not been recognised (2016: temporary differences of approximately $483m).


130ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

6 EARNINGS PER ORDINARY SHARE

Accounting policies

Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders by the weighted average number of ordinary shares in issue during the year, excluding shares held by the Company in the Employees’ Share Trust or as treasury shares.

Diluted earnings per share

Diluted earnings per share is calculated by adjusting the basic earnings per share for the effect of conversion to ordinary shares associated with dilutive potential ordinary shares, which comprise share options and awards granted to employees.

Adjusted earnings per share

Adjusted earnings per share is a trend measure, which presents the long-term profitability of the Group excluding the impact of specific transactions that management considers affects the Group’s short-term profitability. The Group presents this measure to assist investors in their understanding of trends. Adjusted attributable profit is the numerator used for this measure. The Group has identified the following items as those to be excluded when arriving at adjusted attributable profit: acquisitions and disposals related items including amortisation and impairment of acquisition intangible assets; significant restructuring programmes; significant gains and losses arising from legal disputes and other significant items (including US tax reform) and taxation thereon.

The calculations of the basic, diluted and adjusted earnings per ordinary share are based on the following attributable profit and numbers of shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

 

 

    

$ million

    

$ million

    

$ million

 

Earnings

 

 

 

 

 

 

 

 

 

Attributable profit for the year

 

 

 

767

 

784

 

410

 

Adjusted attributable profit (see below)

 

 

 

826

 

735

 

761

 

Attributable profit is reconciled to adjusted attributable profit as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

    

Notes

    

$ million

    

$ million

    

$ million

 

Attributable profit for the year

 

 

 

767

 

784

 

410

 

Acquisition-related costs

 

 

 

(10)

 

 9

 

25

 

Restructuring and rationalisation expenses

 

 3

 

 –

 

62

 

65

 

Amortisation and impairment of acquisition intangibles

 

 9

 

140

 

178

 

204

 

Legal and other1

 

 

 

(13)

 

(20)

 

187

 

Profit on disposal of business

 

21

 

 –

 

(326)

 

 –

 

US tax reform

 

 5

 

(32)

 

 –

 

 –

 

Taxation on excluded items

 

 5

 

(26)

 

48

 

(130)

 

Adjusted attributable profit

 

 

 

826

 

735

 

761

 

1

Legal and other credit in 2017 includes $16m within operating profits (refer to Note 2.5), and a $3m charge within other finance costs for unwinding of the discount on the provision for known, anticipated and settled metal-on-metal hip claims. In 2016 the legal and other credit includes $30m within operating profits (refer to Note 2.5), a $5m charge within other finance costs for unwinding of the discount on the provision for known, anticipated and settled metal-on-metal hip claims, and a $5m charge within share of results of associates for expenses incurred by Bioventus for an aborted initial public offering of shares. In 2015, legal and other costs include $190m within operating profit (refer to Note 2.5) and a $3m net interest credit.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      131

The numerators used for basic and diluted earnings per ordinary share are the same. The denominators used for all categories of earnings for basic and diluted earnings per ordinary share are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

 

Number of shares (millions)

 

 

 

 

 

 

 

 

 

Basic weighted number of shares

 

 

 

874

 

890

 

894

 

Dilutive impact of share options outstanding

 

 

 

 1

 

 3

 

 5

 

Diluted weighted average number of shares

 

 

 

875

 

893

 

899

 

Earnings per ordinary share

 

 

 

 

 

 

 

 

 

Basic

 

 

 

87.8¢

 

88.1¢

 

45.9¢

 

Diluted

 

 

 

87.7¢

 

87.8¢

 

45.6¢

 

Adjusted2

 

 

 

94.5¢

 

82.6¢

 

85.1¢

 

2

Adjusted earnings per share is calculated using the basic weighted number of shares.

7 PROPERTY, PLANT AND EQUIPMENT

Accounting policies

Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is ultimately recognised in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated. The estimated useful lives of items of property, plant and equipment is 3–20 years and for buildings is 20–50 years.

Assets in course of construction are not depreciated until they are available for use.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Finance costs relating to the purchase or construction of property, plant and equipment and intangible assets that take longer than one year to complete are capitalised based on the Group weighted average borrowing costs. All other finance costs are expensed as incurred.

Impairment of assets

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which it belongs.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value-in-use. In assessing value-in-use, its estimated future cash flow is discounted to its present value using a pre-tax discount rate that reflects the current market assessment of the time value of money and the risks specific to the asset.


132ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land and buildings

 

Plant and equipment

 

Assets in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

course of

 

 

 

 

 

 

 

Freehold

 

Leasehold

 

Instruments

 

Other

 

construction

 

Total

 

 

    

Notes

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2016

 

  

 

154

 

58

 

1,042

 

1,003

 

156

 

2,413

 

Exchange adjustment

 

  

 

(6)

 

 –

 

(22)

 

(46)

 

(5)

 

(79)

 

Acquisitions

 

21

 

 –

 

 –

 

 2

 

 –

 

 –

 

 2

 

Additions

 

  

 

 1

 

 1

 

166

 

72

 

80

 

320

 

Disposals

 

21

 

 –

 

 –

 

(76)

 

(39)

 

(3)

 

(118)

 

Transfers

 

  

 

16

 

60

 

 4

 

33

 

(113)

 

 –

 

At 31 December 2016

 

  

 

165

 

119

 

1,116

 

1,023

 

115

 

2,538

 

Exchange adjustment

 

  

 

 6

 

 1

 

63

 

33

 

 3

 

106

 

Acquisitions

 

21

 

 –

 

 –

 

 –

 

 1

 

 –

 

 1

 

Additions

 

  

 

 1

 

 –

 

176

 

28

 

103

 

308

 

Disposals

 

 

 

 –

 

(27)

 

(73)

 

(79)

 

(12)

 

(191)

 

Transfers

 

  

 

56

 

(20)

 

 2

 

56

 

(115)

 

(21)

 

At 31 December 2017

 

  

 

228

 

73

 

1,284

 

1,062

 

94

 

2,741

 

Depreciation and impairment

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

At 1 January 2016

 

  

 

48

 

35

 

732

 

655

 

11

 

1,481

 

Exchange adjustment

 

  

 

(3)

 

 –

 

(15)

 

(34)

 

 –

 

(52)

 

Charge for the year

 

  

 

 5

 

 7

 

131

 

81

 

 –

 

224

 

Disposals

 

  

 

 –

 

 –

 

(67)

 

(30)

 

 –

 

(97)

 

At 31 December 2016

 

  

 

50

 

42

 

781

 

672

 

11

 

1,556

 

Exchange adjustment

 

  

 

 3

 

 –

 

45

 

24

 

 –

 

72

 

Charge for the year

 

  

 

 6

 

 7

 

146

 

84

 

 –

 

243

 

Disposals

 

  

 

 –

 

(22)

 

(67)

 

(74)

 

(11)

 

(174)

 

Transfers

 

  

 

 2

 

 3

 

(1)

 

(9)

 

 –

 

(5)

 

At 31 December 2017

 

  

 

61

 

30

 

904

 

697

 

 –

 

1,692

 

Net book amounts

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

At 31 December 2017

 

  

 

167

 

43

 

380

 

365

 

94

 

1,049

 

At 31 December 2016

 

  

 

115

 

77

 

335

 

351

 

104

 

982

 

Land and buildings includes land with a cost of $21m (2016: $19m) that is not subject to depreciation. There were no assets held under finance leases at 31 December 2017 (2016: assets held under finance leases with a net book value of $5m were included within land and buildings).

Transfers from assets in course of construction includes $4m (2016: $nil) of software and $12m (2016: $nil) net book value of other non-current assets.

Group capital expenditure relating to property, plant and equipment contracted but not provided for amounted to $26m (2016: $55m).

The amount of borrowing costs capitalised in 2017 and 2016 was minimal.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      133

8 GOODWILL

Accounting policy

Goodwill is not amortised but is reviewed for impairment annually. Goodwill is allocated to the cash-generating unit (CGU) that is expected to benefit from the acquisition. The goodwill is tested annually for impairment by comparing the recoverable amount to the carrying value of the CGUs. The CGUs identified by management are therefore required to be made to orthopaedic inventory to anticipate this situation. These adjustments are calculated in accordance with a formula based onat the aggregated product franchise levels of inventory compared with historical usage. This formulaOrthopaedics, Other Surgical Devices and Advanced Wound Management, in the way the core assets are used to generate cash flows.

If the recoverable amount of the CGU is applied onless than its carrying amount then an individual product line basisimpairment loss is determined to have occurred. Any impairment losses that arise are recognised immediately in the income statement and isare allocated first applied when a product group has been onto reduce the market for two years. This methodcarrying amount of calculation is considered appropriate based on experience, but it does involve management judgements on customer demand, effectivenessgoodwill and then to the carrying amounts of inventory deployment, lengththe other assets of product lives, phase-out of old products and efficiency of manufacturing planning systems.

Impairmentthe CGU.

In carrying out impairment reviews of goodwill intangible assets and property, plant and equipment, a number of significant assumptions have to be made when preparing cash flow projections. These include the future rate of market growth, discount rates, the market demand for the products acquired, the future profitability of acquired businesses or products, levels of reimbursement and success in obtaining regulatory approvals. If actual results should differ, or changes in expectations arise, impairment charges may be required which would adversely impact operating results.

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

    

Notes

    

$ million

    

$ million

 

Cost

 

 

 

  

 

  

 

At 1 January

 

 

 

2,188

 

2,012

 

Exchange adjustment

 

 

 

51

 

(35)

 

Acquisitions

 

21

 

132

 

211

 

At 31 December

 

 

 

2,371

 

2,188

 

Impairment

 

 

 

  

 

  

 

At 1 January and 31 December

 

 

 

 –

 

 –

 

Net book amounts

 

 

 

2,371

 

2,188

 

Management has identified four CGUs in applying the provisions of IAS 36 Impairment of Assets: Orthopaedics (Reconstruction and Trauma), Other Surgical Devices, Advanced Wound Care & Devices and Bioactives.

For the purpose of goodwill impairment testing, the Advanced Wound Care & Devices and Bioactives CGUs have been aggregated (Advanced Wound Management), as this is the level at which goodwill is monitored and level at which the economic benefits relating to the goodwill within these CGUs is realised.

Goodwill is allocated to the Group’s CGUs as follows:

 

 

 

 

 

 

 

 

2017

 

2016

 

 

    

$ million

    

$ million

 

Orthopaedics

 

566

 

551

 

Other Surgical Devices

 

1,501

 

1,351

 

Advanced Wound Management

 

304

 

286

 

 

 

2,371

 

2,188

 

Impairment reviews were performed in September 2017 and September 2016 by comparing the recoverable amount of each CGU with its carrying amount, including goodwill. These were updated during December, taking into account any significant events that occurred between September and December.

For each CGU, the recoverable amounts are based on value-in-use which is calculated from pre-tax cash flow projections for five years using data from the Group’s budget and strategic planning process, the results of which are reviewed and approved by the Board. These projections exclude any estimated future cash inflows or outflows expected to arise from future restructurings. The five-year period is in line with the Group’s strategic planning process. In determining the growth rates used in the calculations of the value-in-use, management considered annual revenue growth. Projections are based on anticipated volume and value growth in the markets served by the Group and assumptions as to market share movements. Each year the projections for the previous year are compared to actual results and variances are factored into the assumptions used in the current year. The discount rates used in the value-in-use calculations reflect management’s assessment of risks specific to the assets of each CGU.

8.1 Orthopaedics CGU

The sales growth and trading profit margin used in the value-in-use calculation for the Orthopaedics CGU, which includes the Reconstruction and Trauma businesses, reflects management’s distinctive orthopaedic reconstruction strategy, which combines cutting edge innovation, disruptive business models and a strong Emerging Markets platform to drive outperformance.

Revenue growth rates for the five-year period ranged from 1.0% to 10.6% for the various components of the Orthopaedics CGU. The average growth rate used to extrapolate the cash flows beyond the five-year period in calculating the terminal value is 2.0%. The pre-tax discount rate used in the Orthopaedics CGU value-in-use calculation reflects the geographical mix and is 10.0%.


134ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

8.2 Other Surgical Devices CGU

The value-in-use calculation for the Other Surgical Devices CGU reflects growth rates and trading profit margins consistent with management’s strategy to rebalance Smith & Nephew towards higher growth areas such as, for example, Sports Medicine. Revenue growth rates for the five-year period ranged from 1.0% to 9.0% for the various components of the Other Surgical Devices CGU. The weighted average growth rate used to extrapolate the cash flows beyond the five-year period in calculating the terminal value is 2.0%. The pre-tax discount rate used in the Other Surgical Devices CGU value-in-use calculation reflects the geographical mix of the revenues and is 10.0%.

8.3 Advanced Wound Management CGU

The aggregated Advanced Wound Management CGU comprises the Advanced Wound Care & Devices and Bioactives CGUs. In performing the value-in-use calculation for this combined CGU, management considered the Group’s focus across the wound product franchises, focusing on widening access to the customer, the higher added value sectors of healing chronic wounds and tissue repair using bioactives, and by continuing to improve efficiency. Revenue growth rates for the five-year period ranged from 2.0% to 17.3% for the various components of the Advanced Wound Management CGU. The weighted average growth rate used to extrapolate the cash flows beyond the five-year period in calculating the terminal value is 2.0%. The pre-tax discount rate used in the Advanced Wound Management CGU value-in-use calculation reflects the geographical mix and industry sector and is 10.0%.

8.4 Sensitivity to changes in assumptions used in value-in-use calculations

The calculations of value-in-use for the identified CGUs are most sensitive to changes in discount and growth rates. Management’s consideration of these sensitivities is set out below:

-

Growth of market and market share – management has considered the impact of a variance in market growth and market share. The value-in-use calculations shows that if the assumed long-term growth rates were reduced to nil, the recoverable amount of each CGU would still be greater than its carrying value.

Liability provisioning

-

Discount rate – management has considered the impact of an increase in the discount rate applied to the value-in-use calculations. This sensitivity analysis shows that for the recoverable amount of each CGU to be less than its carrying value, the discount rate would have to be increased to 29.5% for the Orthopaedics CGU, 16.6% for the Other Surgical Devices CGU and 26.3% for the Advanced Wound Management CGU.

9 INTANGIBLE ASSETS

Accounting policies

Intangible assets

Intangible assets acquired separately from a business combination (including purchased patents, know-how, trademarks, licences and distribution rights) are initially measured at cost. The cost of intangible assets acquired in a material business combination (referred to as acquisition intangibles) is the fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are amortised on a straight-line basis over their estimated useful economic lives. The estimated useful economic life of an intangible asset ranges between three and 20 years depending on its nature. Internally-generated intangible assets are expensed in the income statement as incurred. Purchased computer software and certain costs of information technology projects are capitalised as intangible assets. Software that is integral to computer hardware is capitalised as plant and equipment.

Contingent consideration

Contingent consideration receivable associated with the sale of product rights and other assets outside of a business combination is recognised at the time of purchase to the extent that the future event upon which the contingent consideration is conditional is within the Group’s control, or to the extent that is it considered to be virtually certain that the contingent consideration will become due. If the contingent consideration is outside of the Group’s control or it cannot be considered virtually certain that it will become due, an asset and corresponding entry in profit and loss is recognised only once it becomes virtually certain that the contingent consideration will become due. Contingent consideration payable associated with the purchase of product rights and other assets outside of a business combination is recognised at the time of sale to the extent that the future event upon which the contingent consideration is conditional is under the control of the seller and it is considered probable that the contingent consideration will become due. Contingent consideration associated within a contingent condition that is within the Group’s control is recognised at the point when the contingent condition is met.

Impairment of intangible assets

The carrying values of intangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the CGU to which it belongs. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value-in-use. In assessing value-in-use, its estimated future cash flow is discounted to its present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset.

In carrying out impairment reviews of intangible assets a number of significant assumptions have to be made when preparing cash flow projections. These include the future rate of market growth, discount rates, the market demand for the products acquired, the future profitability of acquired businesses or products, levels of reimbursement and success in obtaining regulatory approvals. If actual results should differ, or changes in expectations should arise, impairment charges may be required which would adversely impact operating results.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      135

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer and

 

 

 

 

 

 

 

 

 

Product-

 

distribution

 

 

 

 

 

 

 

Technology

 

related

 

related

 

Software

 

Total

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

Cost

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2016

 

235

 

1,864

 

119

 

289

 

2,507

 

Exchange adjustment

 

(2)

 

(20)

 

 2

 

(8)

 

(28)

 

Acquisitions1

 

68

 

17

 

 –

 

 –

 

85

 

Additions

 

 –

 

24

 

 –

 

48

 

72

 

Disposals

 

 –

 

(36)

 

 –

 

 –

 

(36)

 

At 31 December 2016

 

301

 

1,849

 

121

 

329

 

2,600

 

Exchange adjustment

 

10

 

38

 

 1

 

12

 

61

 

Acquisitions1

 

59

 

 2

 

 –

 

 –

 

61

 

Additions

 

 –

 

 2

 

 3

 

63

 

68

 

Disposals

 

(6)

 

(43)

 

(5)

 

(5)

 

(59)

 

Transfers

 

(6)

 

 6

 

 –

 

 4

 

 4

 

At 31 December 2017

 

358

 

1,854

 

120

 

403

 

2,735

 

Amortisation and impairment

 

  

 

 

 

 

 

 

 

 

 

At 1 January 2016

 

21

 

759

 

69

 

156

 

1,005

 

Exchange adjustment

 

 –

 

(16)

 

 1

 

(4)

 

(19)

 

Charge for the year – amortisation2

 

15

 

131

 

10

 

35

 

191

 

Charge for the year – impairment

 

 –

 

48

 

 –

 

 –

 

48

 

Disposals

 

 –

 

(36)

 

 –

 

 –

 

(36)

 

At 31 December 2016

 

36

 

886

 

80

 

187

 

1,189

 

Exchange adjustment

 

 2

 

21

 

 1

 

 6

 

30

 

Charge for the year – amortisation

 

 6

 

133

 

15

 

38

 

192

 

Charge for the year – impairment

 

 –

 

10

 

 –

 

 –

 

10

 

Disposals

 

11

 

(61)

 

(3)

 

(4)

 

(57)

 

Transfers

 

(4)

 

 4

 

 –

 

 –

 

 –

 

At 31 December 2017

 

51

 

993

 

93

 

227

 

1,364

 

Net book amounts

 

  

 

 

 

 

 

 

 

 

 

At 31 December 2017

 

307

 

861

 

27

 

176

 

1,371

 

At 31 December 2016

 

265

 

963

 

41

 

142

 

1,411

 

1

In 2017 this relates to technology and product-related intangibles acquired with the purchase of Rotation Medical, Inc. In 2016 this relates to technology and product related intangibles acquired with the purchase of Blue Belt Technologies Inc. and BST-CarGel.

2

The amortisation charge between technology and product-related intangibles has been restated by $33m with no impact on the total net book value of intangible assets.

Amortisation and impairment of acquisition intangibles is set out below:

 

 

 

 

 

 

 

 

2017

 

2016

 

 

    

$ million

    

$ million

 

Technology

 

 6

 

48

 

Product-related

 

124

 

126

 

Customer and distribution related

 

10

 

 4

 

Total

 

140

 

178

 

Group capital expenditure relating to software contracted but not provided for amounted to $nil (2016: $9m). In 2017, a product-related intangible asset was determined to have a value in use below its carrying value, resulting in an impairment charge of $10m being recognised.

In determining the recoverable amount of the Coblation technology asset acquired with the purchase of ArthoCare in 2014, revenue from products utilising this technology was assumed to have a growth rate of 4-5% in the medium term. This supported the carrying value of the Coblation technology asset but a reduction of 4% would give rise to there being no headroom.

In 2016, two product-related intangible assets were determined to have a value in use below their carrying value, resulting in an impairment charge being recognised. The impairment charge primarily relates to $32m from Oasis, calculated using a discount rate of 10.3%, a product right acquired with the Healthpoint acquisition in 2012. The continued reimbursement pressure in 2016 resulted in revenues not increasing at the previously expected rate. The second product-related intangible asset has no residual carrying value.


136ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

10 INVESTMENTS

Accounting policy

Investments, other than those related to associates, are initially recorded at fair value plus any directly attributable transaction costs on the trade date. The Group has investments in unquoted entities and an entity that holds mainly unquoted equity securities, which by their nature have no fixed maturity date or coupon rate. These investments are classed as ‘available-for-sale’ carried at fair value. The fair value of these investments are based on the underlying fair value of the equity securities: marketable securities are valued by reference to closing prices in the market; and non-marketable securities are estimated considering factors including the purchase price; prices of recent significant private placements of securities of the same issuer and estimates of liquidation value. Changes in fair value are recognised in other comprehensive income except where management considers that there is objective evidence of an impairment of the underlying equity securities. Objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost less any impairment loss previously recognised. Impairment losses are recognised by reclassifying the losses accumulated in other reserves to profit or loss.

 

 

 

 

 

 

 

 

2017

 

2016

 

 

    

$ million

    

$ million

 

At 1 January

 

25

 

13

 

Additions

 

 8

 

 2

 

Fair value remeasurement

 

(10)

 

10

 

Impairment

 

(2)

 

 –

 

At 31 December

 

21

 

25

 

11 INVESTMENTS IN ASSOCIATES

Accounting policy

Investments in associates, being those entities over which the Group has a significant influence and which is neither a subsidiary nor a joint venture, are accounted for using the equity method, with the Group recording its share of the associates’ profit and loss and other comprehensive income. The Group’s share of associates’ profit or loss is included in one separate income statement line and is calculated after deduction of their respective taxes.

At 31 December 2017 and 31 December 2016, the Group holds 49% of Bioventus LLC (Bioventus). Bioventus is a limited liability company operating as a partnership. The company’s headquarters is located in Durham, North Carolina, US. Bioventus focuses its medical product development around its core competencies of orthobiologic therapies and orthopaedic diagnostics from which it develops and markets clinically proven orthopaedic therapies and diagnostic tools, including osteoarthritis pain treatments, bone growth stimulators and ultrasound devices. Bioventus sells bone healing stimulation devices and is a provider of osteoarthritis injection therapies. The Group’s ability to recover the value of its investment is dependent upon the ongoing clinical and commercial success of these products. The profit after taxation recognised in the income statement relating to Bioventus was $6m (2016: loss after taxation $3m).

The carrying amount of this investment was reviewed for impairment as at the balance sheet date. For the purposes of impairment testing the recoverable amount of this investment was based on its fair value less cost to sell, estimated using discounted cash flows.

The amounts recognised in the balance sheet and income statement for associates are as follows:

 

 

 

 

 

 

 

 

2017

 

2016

 

 

    

$ million

    

$ million

 

Balance sheet

 

118

 

112

 

Income statement profit/(loss)

 

 6

 

(3)

 

Summarised financial information for significant associates

Set out below is the summarised financial information for Bioventus, adjusted for differences with Group accounting policies:

 

 

 

 

 

 

 

 

2017

  

2016

 

 

    

$ million

    

$ million

 

Summarised statement of comprehensive income

 

  

 

  

 

Revenue

 

301

 

282

 

Attributable profit/(loss) for the year

 

 1

 

(21)

 

Group adjustments1

 

11

 

15

 

Total comprehensive profit/(loss)

 

12

 

(6)

 

Group share of profit/(loss) for the year at 49%

 

 6

 

(3)

 


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      137

 

 

 

 

 

 

 

 

2017

  

2016

 

 

    

$ million

    

$ million

 

Summarised balance sheet

 

  

 

  

 

Non-current assets

 

332

 

364

 

Current assets

 

122

 

105

 

Non-current liabilities

 

(246)

 

(258)

 

Current liabilities

 

(47)

 

(53)

 

Net assets

 

161

 

158

 

Group’s share of net assets at 49%

 

79

 

77

 

Group adjustments1

 

35

 

32

 

Group’s carrying amount of investment at 49%

 

114

 

109

 

1    Group adjustments include an adjustment to align the useful life of intangible assets with Group policy.

At December 2017, the Group held an equity investment in one other associate (2016: one) with a carrying value of $3m (2016: $3m).

12 INVENTORIES

Accounting policy

Finished goods and work-in-progress are valued at factory cost, including appropriate overheads, on a first-in first-out basis. Raw materials and bought-in finished goods are valued at purchase price. All inventories are reduced to net realisable value where lower than cost. Inventory acquired as part of a business acquisition is valued at selling price less costs to sell and a profit allowance for selling efforts.

Orthopaedic instruments are generally not sold but provided to customers and distributors for use in surgery. They are recorded as inventory until they are deployed at which point they are transferred to plant and equipment and depreciated over their useful economic lives of between three and seven years.

A feature of the orthopaedic business is the high level of product inventory required, some of which is located at customer premises and is available for customers’ immediate use (referred to as consignment inventory). Complete sets of product, including large and small sizes, have to be made available in this way. These outer sizes are used less frequently than standard sizes and towards the end of the product life cycle are inevitably in excess of requirements. Adjustments to carrying value are therefore required to be made to orthopaedic inventory to anticipate this situation. These adjustments are calculated in accordance with a formula based on levels of inventory compared with historical or forecast usage. This formula is applied on an individual product line basis and is first applied when a product group has been on the market for two years. This method of calculation is considered appropriate based on experience but it involves management judgements on effectiveness of inventory deployment, length of product lives, phase-out of old products and efficiency of manufacturing planning systems.

 

 

 

 

 

 

 

 

 

  

2017

  

2016

  

2015

 

 

    

$ million

    

$ million

    

$ million

 

Raw materials and consumables

 

207

 

213

 

205

 

Work-in-progress

 

69

 

55

 

84

 

Finished goods and goods for resale

 

1,028

 

976

 

928

 

 

 

1,304

 

1,244

 

1,217

 

Reserves for excess and obsolete inventories were $296m (2016: $303m, 2015: $322m). The decrease in reserves of $7m in the year comprised a $20m reduction in the reserve relating to the write-off of inventory which was partially offset by foreign exchange movements of $13m.

The determination of the estimate of excess and obsolete inventory is a critical accounting estimate and includes assumptions on the future usage of all different items of finished goods. This estimate is not considered to have a range of potential outcomes that is significantly different to the $296m held at 31 December 2017.

The cost of inventories recognised as an expense and included in cost of goods sold amounted to $1,013m (2016: $1,131m, 2015: $961m). In addition, $68m was recognised as an expense within cost of goods sold resulting from inventory write-offs (2016: $85m, 2015: $73m).

Notwithstanding inventory acquired within acquisitions, no inventory is carried at fair value less costs to sell in any year.


138ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

13 TRADE AND OTHER RECEIVABLES

Accounting policy

Trade and other receivables are carried at amortised cost, less any allowances for uncollectible amounts. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.

The Group manages credit risk through credit limits which require authorisation commensurate with the size of the limit and which are regularly reviewed. Credit limit decisions are made based on available financial information and the business case. Significant receivables are regularly reviewed and monitored at Group level. The Group has no significant concentration of credit risk, with exposure spread over a large number of customers and geographies. Furthermore, the Group’s principal customers are backed by government and public or private medical insurance funding, which historically represent a lower risk of default. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable. The Group does not hold any collateral as security.

 

 

 

 

 

 

 

 

 

  

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Trade and other receivables due within one year

 

 

 

 

 

 

 

Trade receivables

 

1,125

 

1,042

 

1,003

 

Less: provision for bad and doubtful debts

 

(69)

 

(54)

 

(64)

 

Trade receivables – net

 

1,056

 

988

 

939

 

Derivatives – forward foreign exchange, currency swaps and interest rate contracts

 

28

 

48

 

33

 

Other receivables

 

92

 

76

 

83

 

Prepayments

 

82

 

73

 

83

 

 

 

1,258

 

1,185

 

1,138

 

Due after more than one year

 

 

 

 

 

 

 

Other non-current assets

 

16

 

 –

 

 –

 

 

 

1,274

 

1,185

 

1,138

 

Trade receivables are classified as loans and receivables. Management considers that the carrying amount of trade and other receivables approximates to the fair value.

The provision for bad and doubtful debts is based on specific assessments of risk and reference to past default experience. The bad debt expense for the year was $17m (2016: $7m expense, 2015: $25m expense).

Other non-current assets primarily relate to long-term prepayments.

The amount of trade receivables that were past due was as follows:

 

 

 

 

 

 

 

 

 

  

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Past due not more than three months

 

225

 

142

 

154

 

Past due more than three months and not more than six months

 

65

 

51

 

45

 

Past due more than six months and not more than one year

 

66

 

70

 

57

 

Past due more than one year

 

105

 

54

 

53

 

 

 

461

 

317

 

309

 

Neither past due nor impaired

 

664

 

725

 

694

 

Provision for bad and doubtful debts

 

(69)

 

(54)

 

(64)

 

Trade receivables – net

 

1,056

 

988

 

939

 


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      139

Movements in the provision for bad and doubtful debts were as follows:

 

 

 

 

 

 

 

 

 

  

2017

  

2016

  

2015

 

 

    

$ million

    

$ million

    

$ million

 

At 1 January

 

54

 

64

 

47

 

Exchange adjustment

 

 3

 

(3)

 

(3)

 

Acquisitions

 

 1

 

 –

 

 –

 

Net receivables provided during the year

 

17

 

 7

 

25

 

Utilisation of provision

 

(6)

 

(14)

 

(5)

 

At 31 December

 

69

 

54

 

64

 

Trade receivables include amounts denominated in the following major currencies:

 

 

 

 

 

 

 

 

 

  

2017

  

2016

  

2015

 

 

    

$ million

    

$ million

    

$ million

 

US Dollar

 

418

 

416

 

362

 

Sterling

 

54

 

57

 

58

 

Euro

 

212

 

193

 

192

 

Other

 

372

 

322

 

327

 

Trade receivables – net

 

1,056

 

988

 

939

 

14 TRADE AND OTHER PAYABLES

 

 

 

 

 

 

 

  

2017

 

2016

 

 

    

$ million

    

$ million

 

Trade and other payables due within one year

 

  

 

  

 

Trade and other payables

 

873

 

807

 

Derivatives – forward foreign exchange, currency swaps and interest rate contracts

 

48

 

39

 

Acquisition consideration

 

36

 

38

 

 

 

957

 

884

 

Other payables due after one year

 

  

 

  

 

Acquisition consideration

 

124

 

82

 

Other payables

 

 4

 

 –

 

 

 

128

 

82

 

The acquisition consideration includes $104m (2016: $56m) contingent upon future events.

The acquisition consideration due after more than one year is expected to be payable as follows: $50m in 2019, $24m in 2020, $43m in 2021, $2m in 2022, and $5m due in over five years (2016: $29m in 2018, $8m in 2019 and $20m in 2020, $11m in 2021, and $14m due in over five years).


140ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

15 CASH AND BORROWINGS

15.1 Net debt

Net debt comprises borrowings and credit balances on currency swaps less cash at bank.

 

 

 

 

 

 

 

  

2017

 

2016

 

 

    

$ million

    

$ million

 

Bank overdrafts and loans due within one year

 

27

 

86

 

Long-term bank borrowings and finance leases

 

300

 

440

 

Private placement notes

 

1,123

 

1,124

 

Borrowings

 

1,450

 

1,650

 

Cash at bank

 

(169)

 

(100)

 

(Debit)/credit balance on derivatives – currency swaps

 

(2)

 

 1

 

Credit/(debit) balance on derivatives – interest rate swaps

 

 2

 

(1)

 

Net debt

 

1,281

 

1,550

 

Borrowings are repayable as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Within

 

Between

 

Between

 

Between

 

Between

 

 

  

 

 

 

 

one year or

 

one and

 

two and

 

three and

 

four and

 

After

 

 

 

 

 

on demand

 

two years

 

three years

 

four years

 

five years

 

five years

 

Total

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

At 31 December 2017:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Bank loans

 

13

 

 –

 

300

 

 –

 

 –

 

 –

 

313

 

Bank overdrafts

 

14

 

 –

 

 –

 

 –

 

 –

 

 –

 

14

 

Private placement notes

 

 –

 

124

 

 

264

 

125

 

610

 

1,123

 

 

 

27

 

124

 

300

 

264

 

125

 

610

 

1,450

 

At 31 December 2016:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Bank loans

 

22

 

 –

 

300

 

 –

 

135

 

 –

 

457

 

Bank overdrafts

 

62

 

 –

 

 –

 

 –

 

 –

 

 –

 

62

 

Finance lease liabilities

 

 2

 

 2

 

 3

 

 –

 

 –

 

 –

 

 7

 

Private placement notes

 

 –

 

 –

 

125

 

 –

 

264

 

735

 

1,124

 

 

 

86

 

 2

 

428

 

 –

 

399

 

735

 

1,650

 

15.2 Assets pledged as security

Assets are pledged as security under normal market conditions. Secured borrowings and pledged assets are as follows:

 

 

 

 

 

 

 

  

2017

 

2016

 

 

    

$ million

    

$ million

 

Finance lease liabilities – due within one year

 

 –

 

 2

 

Finance lease liabilities – due after one year

 

 –

 

 5

 

Total amount of secured borrowings

 

 –

 

 7

 

Total net book value of assets pledged as security:

 

 

 

 

 

Property, plant and equipment

 

 –

 

 5

 

 

 

 –

 

 5

 

15.3 Liquidity risk exposures

The Board has established a set of policies to manage funding and currency risks. The Group uses derivative financial instruments only to manage the financial risks associated with underlying business activities and their financing.

Liquidity risk is the risk that the Group is not able to settle or meet its obligations on time or at a reasonable price. The Group’s policy is to ensure that there is sufficient funding and facilities in place to meet foreseeable borrowing requirements. The Group manages and monitors liquidity risk through regular reporting of current cash and borrowing balances and periodic preparation and review of short and medium-term cash forecasts, having regard to the maturities of investments and borrowing facilities.

The Group has available committed facilities of $2.4bn (2016: $2.4bn). The interest payable on borrowings under committed facilities is either at fixed or floating rates. Floating rates are typically based on the LIBOR (or other reference rate) relevant to the term and currency concerned.

The Company is subject to restrictive covenants under its principal facility agreements. These financial covenants are tested at the end of each half year for the 12 months ending on the last day of the testing period. As of 31 December 2017, the Company was in compliance with these covenants. The facilities are also subject to customary events of default, none of which are currently anticipated to occur.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      141

The Group’s committed facilities are:

Facility

Date due

$80 million 2.47% Senior Notes

November 2019

$45 million Floating Rate Senior Notes

November 2019

$300 million bilateral, term loan facility

April 2020

$75 million 3.23% Senior Notes

January 2021

$1.0 billion syndicated, revolving credit facility

March 2021

$190 million 2.97% Senior Notes

November 2021

$75 million 3.46% Senior Notes

January 2022

$50 million 3.15% Senior Notes

November 2022

$105 million 3.26% Senior Notes

November 2023

$100 million 3.89% Senior Notes

January 2024

$305 million 3.36% Senior Notes

November 2024

$25 million Floating Rate Senior Notes

November 2024

$75 million 3.99% Senior Notes

January 2026

15.4 Year end financial liabilities by contractual maturity

The table below analyses the Group’s year end financial liabilities by contractual maturity date, including contractual interest payments and excluding the impact of netting arrangements:

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Within one

 

Between

 

Between

 

 

  

 

 

 

 

year or on

 

one and

 

two and

 

After

 

 

 

 

 

demand

 

two years

 

five years

 

five years

 

Total

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

At 31 December 2017

 

  

 

  

 

  

 

  

 

  

 

Non-derivative financial liabilities:

 

  

 

  

 

  

 

  

 

  

 

Bank overdrafts and loans

 

27

 

 –

 

300

 

 –

 

327

 

Trade and other payables

 

873

 

 1

 

 1

 

 2

 

877

 

Private placement notes

 

36

 

161

 

476

 

647

 

1,320

 

Acquisition consideration

 

36

 

50

 

69

 

 5

 

160

 

Derivative financial liabilities:

 

  

 

  

 

  

 

  

 

 

 

Currency swaps/forward foreign exchange contracts – outflow

 

2,737

 

 –

 

 –

 

 –

 

2,737

 

Currency swaps/forward foreign exchange contracts – inflow

 

(2,739)

 

 –

 

 –

 

 –

 

(2,739)

 

 

 

970

 

212

 

846

 

654

 

2,682

 

At 31 December 2016

 

  

 

  

 

  

 

  

 

  

 

Non-derivative financial liabilities:

 

  

 

  

 

  

 

  

 

  

 

Bank overdrafts and loans

 

86

 

 –

 

435

 

 –

 

521

 

Trade and other payables

 

807

 

 –

 

 –

 

 –

 

807

 

Finance lease liabilities

 

 3

 

 3

 

 3

 

 –

 

 9

 

Private placement notes

 

36

 

36

 

491

 

800

 

1,363

 

Acquisition consideration

 

38

 

30

 

46

 

16

 

130

 

Derivative financial liabilities:

 

  

 

  

 

  

 

  

 

  

 

Currency swaps/forward foreign exchange contracts – outflow

 

2,284

 

 –

 

 –

 

 –

 

2,284

 

Currency swaps/forward foreign exchange contracts – inflow

 

(2,285)

 

 –

 

 –

 

 –

 

(2,285)

 

 

 

969

 

69

 

975

 

816

 

2,829

 

The amounts in the tables above are undiscounted cash flows, which differ from the amounts included in the balance sheet where the underlying cash flows have been discounted.


142ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

15.5 Finance leases

Accounting policy

Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the Group. All other leases are classified as operating leases.

The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Assets held under finance leases are capitalised as property, plant or equipment and depreciated accordingly. Minimum lease payments are apportioned between the finance expense and the reduction in the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Future minimum lease payments under finance leases together with the present value of the minimum lease payments are as follows:

 

 

 

 

 

 

 

  

2017

 

2016

 

 

    

$ million

    

$ million

 

Within one year

 

 –

 

 3

 

After one and within two years

 

 –

 

 3

 

After two and within three years

 

 –

 

 3

 

After three and within four years

 

 –

 

 –

 

After four and within five years

 

 –

 

 –

 

After five years

 

 –

 

 –

 

Total minimum lease payments

 

 –

 

 9

 

Discounted by imputed interest

 

 –

 

(2)

 

Present value of minimum lease payments

 

 –

 

 7

 

In 2017, the Group terminated its finance lease. Present value of minimum lease payments can be split out as: $nil (2016: $2m) due within one year, $nil (2016: $5m) due between one to five years and $nil (2016: $nil) due after five years.

Liquidity and capital resources

The Group’s policy is to ensure that it has sufficient funding and facilities to meet foreseeable borrowing requirements.

At 31 December 2017, the Group held $155m (2016: $38m, 2015: $102m) in cash net of bank overdrafts. The Group had committed facilities available of $2,425m at 31 December 2017 of which $1,425m was drawn. Smith & Nephew intends to repay the amounts due within one year using available cash and drawing down on the longer-term facilities.

The principal variations in the Group’s borrowing requirements result from the timing of dividend payments, acquisitions and disposals of businesses, timing of capital expenditure and working capital fluctuations. Smith & Nephew believes that its capital expenditure needs and its working capital funding for 2018, as well as its other known or expected commitments or liabilities, can be met from its existing resources and facilities. The Group’s net debt decreased from $1,550m at the beginning of 2017 to $1,281m at the end of 2017, representing an overall decrease of $269m.

The Group’s planned future contributions are considered adequate to cover the current underfunded position in the Group’s defined benefit plans.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      143

16 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Accounting policy

Derivative financial instruments

Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value at subsequent balance sheet dates.

Changes in the fair value of derivative financial instruments that are designated and effective as cash flow hedges of forecast third party and intercompany transactions are recognised in other comprehensive income until the associated asset or liability is recognised. Amounts taken to other comprehensive income are transferred to the income statement in the period in which the hedged transaction affects profit and loss. Where the hedged item is the cost of a non-financial asset, the amounts taken to other comprehensive income are transferred to the initial carrying value of the asset.

Currency swaps to match foreign currency net assets with foreign currency liabilities are fair valued at the balance sheet date. Changes in the fair values of currency swaps that are designated and effective as net investment hedges are matched in other comprehensive income against changes in value of the related net assets.

Interest rate derivatives transacted to fix interest rates on floating rate borrowings are accounted for as cash flow hedges and changes in the fair values resulting from changes in market interest rates are recognised in other comprehensive income. Amounts taken to other comprehensive income are transferred to the income statement when the hedged transaction affects profit and loss. Interest rate derivatives transacted to convert fixed rate borrowings into floating rate borrowings are accounted for as fair value hedges and changes in the fair values resulting from changes in market interest rates are recognised in the income statement.

Any ineffectiveness on hedging instruments and changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income statement within other finance costs as they arise. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised in other comprehensive income is retained there until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in other comprehensive income is transferred.

16.1 Foreign exchange exposures

The Group operates in many countries and as a consequence has transactional and translational foreign exchange exposure. It is Group policy for operating units not to hold material unhedged monetary assets or liabilities other than in their functional currencies.

Foreign exchange variations affect trading results in two ways. Firstly, on translation of overseas sales and profits into US Dollars and secondly, transactional exposures arising where some, or all of the costs of sale are incurred in a different currency from the sale. The principal transactional exposures arise as the proportion of costs in US Dollars, Sterling and Swiss Francs exceed the proportion of sales in each of these currencies and correspondingly the proportion of sales in Euros exceeds the proportion of costs in Euros.

The impact of currency movements on the cost of purchases is partly mitigated by the use of forward foreign exchange contracts. The Group uses forward foreign exchange contracts, designated as cash flow hedges, to hedge forecast third party and intercompany trading cash flows up to one year. When a commitment is entered into, forward foreign exchange contracts are normally used to increase the hedge to 100% of the exposure. Cash flows relating to cash flow hedges are expected to occur within 12 months of inception and profits and losses on hedges are expected to enter into the determination of profit (within cost of goods sold) within a further 12‑month period. The principal currencies hedged by forward foreign exchange contracts are US Dollars, Euros, Sterling and Singapore Dollars. At 31 December 2017, the Group had contracted to exchange within one year the equivalent of $2.3bn (2016: $1.8bn). Based on the Group’s net borrowings as at 31 December 2017, if the US Dollar were to weaken against all currencies by 10%, the Group’s net borrowings would decrease by $3m (2016: decrease by $1m) as the Group held a higher amount of foreign denominated cash than foreign denominated borrowings.

If the US Dollar were to weaken by 10% against all other currencies, then the fair value of the forward foreign exchange contracts as at 31 December 2017 would have been $53m lower (2016: $51m lower). Similarly, if the Euro were to weaken by 10% against all other currencies, then the fair value of the forward foreign exchange contracts as at 31 December 2017 would have been $12m higher (2016: $17m higher). Movements in the fair value of forward foreign exchange contracts would be recognised in other comprehensive income and accumulated in the hedging reserve.

A 10% strengthening of the US Dollar or Euro against all other currencies at 31 December 2017 would have had the equal but opposite effect to the amounts shown above, on the basis that all other variables remain constant.

The Group’s policy is to hedge all actual foreign exchange exposures and the Group’s forward foreign exchange contracts are designated as cash flow hedges. The net impact of transaction related foreign exchange on the income statement from a movement in exchange rates on the value of forward foreign exchange contracts is not significant. In addition, the movements in the fair value of other financial instruments used for hedging such as currency swaps for which hedge accounting is not applied, offset movements in the values of assets and liabilities and are recognised through the income statement.


144ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

16.2 Interest rate exposures

The Group is exposed to interest rate risk on cash, borrowings and certain currency and interest rate swaps which are at floating rates. When required the Group uses interest rate derivatives to meet its objective of protecting borrowing costs within parameters set by the Board. These interest rate derivatives are accounted for as cash flow hedges and, as such, changes in fair value resulting from changes in market interest rates are recognised in other comprehensive income and accumulated in the hedging reserve, with the fair value of the interest rate derivatives recorded in the balance sheet.

Additionally, the Group uses interest rate swaps to reduce the overall level of fixed rate debt, within parameters set by the Board. When used in this way, interest rate derivatives are accounted for as fair value hedges. The fair value movement of the derivative is offset in the income statement against the fair value movement in the underlying fixed rate debt.

Based on the Group’s gross borrowings as at 31 December 2017, if interest rates were to increase by 100 basis points in all currencies then the annual net interest charge would increase by $6m (2016: $7m). A decrease in interest rates by 100 basis points in all currencies would have an equal but opposite effect to the amounts shown above.

16.3 Credit risk exposures

The Group limits exposure to credit risk on counterparties used for financial instruments through a system of internal credit limits. The financial exposure of a counterparty is determined as the total of cash and deposits, plus the risk on derivative instruments, assessed as the fair value of the instrument plus a risk element based on the nominal value and the historic volatility of the market value of the instrument. The Group does not anticipate non-performance of counterparties and believes it is not subject to material concentration of credit risk as the Group operates within a policy of counterparty limits designed to reduce exposure to any single counterparty.

The maximum credit risk exposure on derivatives at 31 December 2017 was $28m (2016: $48m), being the total debit fair values on forward foreign exchange contracts and currency swaps. The maximum credit risk exposure on cash at bank at 31 December 2017 was $169m (2016: $100m). The Group’s exposure to credit risk is not material as the amounts are held in a wide number of banks in a number of different countries.

Credit risk on trade receivables is detailed in Note 13.

16.4 Currency and interest rate profile of interest bearing liabilities and assets

Short-term debtors and creditors are excluded from the following disclosures.

Currency and interest rate profile of interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate liabilities

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

 

Interest

 

 

 

 

 

 

 

Weighted

 

time

 

 

 

Gross

 

Currency

 

rate

 

Total

 

Floating

 

Fixed rate

 

average

 

for which

 

 

 

borrowings

 

swaps

 

swaps

 

liabilities

 

rate liabilities

 

liabilities

 

interest rate

 

rate is fixed

 

 

    

$ million

    

$ million

    

$million

    

$ million

    

$ million

    

$ million

    

%

    

Years

 

At 31 December 2017

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

US Dollar

 

(1,428)

 

(291)

 

(2)

 

(1,721)

 

(866)

 

(855)

 

3.4

 

5.8

 

Other

 

(22)

 

(95)

 

 –

 

(117)

 

(117)

 

 –

 

 –

 

 –

 

Total interest bearing liabilities

 

(1,450)

 

(386)

 

(2)

 

(1,838)

 

(983)

 

(855)

 

  

 

  

 

At 31 December 2016

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

US Dollar

 

(1,588)

 

(367)

 

(1)

 

(1,956)

 

(1,108)

 

(862)

 

3.5

 

6.8

 

Other

 

(62)

 

(81)

 

 –

 

(143)

 

(129)

 

 –

 

 –

 

 –

 

Total interest bearing liabilities

 

(1,650)

 

(448)

 

(1)

 

(2,099)

 

(1,237)

 

(862)

 

  

 

  

 

At 31 December 2017, $nil (2016: $7m) of fixed rate liabilities related to finance leases. In 2017, the Group also had liabilities due for deferred and contingent acquisition consideration (denominated in US Dollars, Euros, Turkish Lira and Russian Rubles) totalling $160m (2016: $120m, 2015: $27m) on which no interest was payable (see Note 14). There were no other significant interest bearing financial liabilities.

Floating rates on liabilities are typically based on the one, three or six-month LIBOR (or other reference rate) relevant to the currency concerned. The weighted average interest rate on floating rate borrowings as at 31 December 2017 was 3% (2016: 2%).


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      145

Currency and interest rate profile of interest bearing assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Interest

 

Cash

 

Currency 

 

 

  

Floating

 

Fixed

 

 

 

rate swaps

 

at bank

 

swaps 

 

Total assets

 

rate assets

 

rate assets

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

At 31 December 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

US Dollars

 

 –

 

110

 

94

 

204

 

204

 

 –

 

Other

 

 –

 

59

 

294

 

353

 

353

 

 –

 

Total interest bearing assets

 

 –

 

169

 

388

 

557

 

557

 

 –

 

At 31 December 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

US Dollars

 

 –

 

29

 

83

 

112

 

112

 

 –

 

Other

 

 –

 

71

 

366

 

437

 

437

 

 –

 

Total interest bearing assets

 

 –

 

100

 

449

 

549

 

549

 

 –

 

Floating rates on assets are typically based on the short-term deposit rates relevant to the currency concerned.

16.5 Fair value of financial assets and liabilities

Accounting policy

Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial assets and liabilities and non-financial assets acquired in a business combination (see Note 21).

When measuring the fair value of an asset or liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in the fair value hierarchy based on the inputs used in the valuation techniques as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3: inputs for the asset or liability that are not based on observable data (unobservable inputs).

The Group recognises transfers between the levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

There has been no change in the classification of financial assets and liabilities, the method and assumptions used in determining fair value and the categorisation of financial assets and liabilities within the fair value hierarchy from those disclosed in the Annual Report for the year ended 31 December 2016.

The Group enters into derivative financial instruments with financial institutions with investment grade credit ratings. The fair value of forward foreign exchange contracts is calculated by reference to quoted market forward exchange rates for contracts with similar maturity profiles. The fair value of currency swaps is determined by reference to quoted market spot rates. As a result, foreign forward exchange contracts and currency swaps are classified as Level 2 within the fair value hierarchy. The changes in counterparty credit risk had no material effect on the hedge effectiveness for derivatives designated in hedge relationships and other financial instruments recognised at fair value.

The fair value of investments is based upon third party pricing models for share issues. As a result, investments are considered Level 3 in the fair value hierarchy. There were no transfers between Levels 1, 2 and 3 during 2017 and 2016. For cash and cash equivalents, short-term loans and receivables, overdrafts and other short-term liabilities which have a maturity of less than three months, the book values approximate the fair values because of their short-term nature.

Long-term borrowings are measured in the balance sheet at amortised cost. As the Group’s long-term borrowings are not quoted publicly and as market prices are not available, their fair values are estimated by discounting future contractual cash flows to net present values at the current market interest rates available to the Group for similar financial instruments as at the year end.

The fair value of the private placement notes is determined using a discounted cash flow model based on prevailing market rates.


146ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

amount

 

 

 

 

 

Fair value

 

 

  

Designated

  

Fair value –

  

Loans

  

 

  

Other

  

 

  

 

  

 

  

 

 

 

 

at fair

 

hedging

 

and

 

Available

 

financial

 

 

 

 

 

 

 

 

 

 

 

value

 

instruments

 

receivables

 

for sale

 

liabilities

 

Total

 

Level 2

 

Level 3

 

Total

 

At 31 December 2017

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

Financial assets measured at fair value

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Forward foreign exchange contracts

 

 –

 

25

 

 –

 

 –

 

 –

 

25

 

25

 

 –

 

25

 

Investments

 

 –

 

 –

 

 –

 

21

 

 –

 

21

 

 –

 

21

 

21

 

Currency swaps

 

 3

 

 –

 

 –

 

 –

 

 –

 

 3

 

 3

 

 –

 

 3

 

 

 

 3

 

25

 

 –

 

21

 

 –

 

49

 

  

 

  

 

  

 

Financial liabilities measured at fair value

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Acquisition consideration

 

(104)

 

 –

 

 –

 

 –

 

 –

 

(104)

 

 –

 

(104)

 

(104)

 

Forward foreign exchange contracts

 

 –

 

(45)

 

 –

 

 –

 

 –

 

(45)

 

(45)

 

 –

 

(45)

 

Currency swaps

 

(1)

 

 –

 

 –

 

 –

 

 –

 

(1)

 

(1)

 

 –

 

(1)

 

Interest rate swaps

 

 –

 

(2)

 

 –

 

 –

 

 –

 

(2)

 

(2)

 

 –

 

(2)

 

Private placement debt

 

 –

 

 –

 

(198)

 

 –

 

 –

 

(198)

 

(198)

 

 –

 

(198)

 

 

 

(105)

 

(47)

 

(198)

 

 –

 

 –

 

(350)

 

  

 

  

 

  

 

Financial assets not measured at fair value

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Trade and other receivables

 

 –

 

 –

 

1,148

 

 –

 

 –

 

1,148

 

  

 

  

 

  

 

Cash at bank

 

 –

 

 –

 

169

 

 –

 

 –

 

169

 

  

 

  

 

  

 

 

 

 –

 

 –

 

1,317

 

 –

 

 –

 

1,317

 

  

 

  

 

  

 

Financial liabilities not measured at fair value

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Acquisition consideration

 

(56)

 

 –

 

 –

 

 –

 

 –

 

(56)

 

  

 

  

 

  

 

Bank overdrafts

 

 –

 

 –

 

 –

 

 –

 

(14)

 

(14)

 

  

 

  

 

  

 

Bank loans

 

 –

 

 –

 

 –

 

 –

 

(313)

 

(313)

 

  

 

  

 

  

 

Private placement debt

 

 –

 

 –

 

 –

 

 –

 

(925)

 

(925)

 

(931)

 

 –

 

(931)

 

Trade and other payables

 

 –

 

 –

 

 –

 

 –

 

(877)

 

(877)

 

  

 

  

 

  

 

 

 

(56)

 

 –

 

 –

 

 –

 

(2,129)

 

(2,185)

 

  

 

  

 

  

 

Total acquisition consideration measured at fair value increased from $56m at 31 December 2016 to $104m at 31 December 2017 due to the addition of $72m relating to the Rotation Medical, Inc. acquisition which was partially offset by $14m of acquisition payments and a remeasurement reduction of $10m. The fair value of contingent consideration is estimated using a discounted cash flow model. The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate. The expected payment is determined by considering the possible scenarios, which relate to the achievement of established milestones and targets, the amount to be paid under each scenario and the probability of each scenario. As a result, contingent consideration is classified as Level 3 within the fair value hierarchy.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      147

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

amount

 

 

 

 

 

Fair value

 

 

  

Designated

  

Fair value – 

  

Loans

  

 

  

Other

  

 

  

 

  

 

  

 

 

 

 

at fair

 

hedging

 

and

 

Available

 

financial

 

 

 

 

 

 

 

 

 

 

 

value

 

instruments

 

receivables

 

for sale

 

liabilities

 

Total

 

Level 2

 

Level 3

 

Total

 

At 31 December 2016

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

Financial assets measured at fair value

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Forward foreign exchange contracts

 

 –

 

45

 

 –

 

 –

 

 –

 

45

 

45

 

 –

 

45

 

Investments

 

 –

 

 –

 

 –

 

25

 

 –

 

25

 

 –

 

25

 

25

 

Currency swaps

 

 3

 

 –

 

 –

 

 –

 

 –

 

 3

 

 3

 

 –

 

 3

 

Interest rate swaps

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 

 

 3

 

45

 

 –

 

25

 

 –

 

73

 

  

 

  

 

  

 

Financial liabilities measured at fair value

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Acquisition consideration

 

(56)

 

 –

 

 –

 

 –

 

 –

 

(56)

 

 –

 

(56)

 

(56)

 

Forward foreign exchange contracts

 

 –

 

(36)

 

 –

 

 –

 

 –

 

(36)

 

(36)

 

 –

 

(36)

 

Currency swaps

 

(2)

 

 –

 

 –

 

 –

 

 –

 

(2)

 

(2)

 

 –

 

(2)

 

Interest rate swaps

 

 –

 

(1)

 

 –

 

 –

 

 –

 

(1)

 

(1)

 

 –

 

(1)

 

Private placement debt

 

 –

 

 –

 

(199)

 

 –

 

 –

 

(199)

 

(199)

 

 –

 

(199)

 

 

 

(58)

 

(37)

 

(199)

 

 –

 

 –

 

(294)

 

  

 

  

 

  

 

Financial assets not measured at fair value

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Trade and other receivables

 

 –

 

 –

 

1,064

 

 –

 

 –

 

1,064

 

  

 

  

 

  

 

Cash at bank

 

 –

 

 –

 

100

 

 –

 

 –

 

100

 

  

 

  

 

  

 

 

 

 –

 

 –

 

1,164

 

 –

 

 –

 

1,164

 

  

 

  

 

  

 

Financial liabilities not measured at fair value

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

Acquisition consideration

 

(64)

 

 –

 

 –

 

 –

 

 –

 

(64)

 

  

 

  

 

  

 

Bank overdrafts

 

 –

 

 –

 

 –

 

 –

 

(62)

 

(62)

 

  

 

  

 

  

 

Bank loans

 

 –

 

 –

 

 –

 

 –

 

(457)

 

(457)

 

  

 

  

 

  

 

Private placement debt

 

 –

 

 –

 

 –

 

 –

 

(925)

 

(925)

 

(935)

 

 –

 

(935)

 

Finance lease liabilities

 

 –

 

 –

 

 –

 

 –

 

(7)

 

(7)

 

  

 

  

 

  

 

Trade and other payables

 

 –

 

 –

 

 –

 

 –

 

(807)

 

(807)

 

  

 

  

 

  

 

 

 

(64)

 

 –

 

 –

 

 –

 

(2,258)

 

(2,322)

 

  

 

  

 

  

 


148ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

17 PROVISIONS AND CONTINGENCIES

Accounting policy

In the normal course of business the Group is involved in various legal disputes. Provisions are made for loss contingencies when it is deemed probable that an adverse outcome will occur and the amount of the losses can be reasonably estimated. Where the Group is the plaintiff in pursuing claims against third parties, legal and associated expenses are charged to the income statement as incurred.

The recognition of provisions for legal disputes is subject to a significant degree of estimation. Provision is made for loss contingencies when it is considered probable that an adverse outcome will occur and the amount of the loss can be reasonably estimated. In making its estimates management takes into account the advice of internal and external legal counsel. Provisions are reviewed regularly and amounts updated where necessary to reflect developments in the disputes. The ultimate liability may differ from the amount provided depending on the outcome of court proceedings andor settlement negotiations or if investigations bringas new facts emerge.

A provision for onerous contracts is recognised when the expected benefits to light new facts.be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. For the purpose of calculating any onerous lease provision, the Group takes the discounted future lease payments (if any), net of expected rental income. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract.

TaxationA provision for rationalisation is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.

17.1 Provisions

 

 

 

 

 

 

 

 

 

 

 

  

Rationalisation

  

 

  

Legal and other

  

 

 

 

 

provisions

 

Metal-on-metal

 

provisions

 

Total

 

 

    

$ million

    

$ million

    

$ million

    

$ million

 

At 1 January 2016

 

23

 

185

 

118

 

326

 

Net charge to income statement

 

12

 

 –

 

(1)

 

11

 

Acquisitions

 

 –

 

 –

 

10

 

10

 

Unwinding of discount

 

 –

 

 5

 

 –

 

 5

 

Utilised

 

(14)

 

(27)

 

(30)

 

(71)

 

Exchange adjustment

 

(1)

 

 –

 

 1

 

 –

 

At 31 December 2016

 

20

 

163

 

98

 

281

 

Net charge to income statement

 

 –

 

10

 

 2

 

12

 

Unwinding of discount

 

 –

 

 3

 

 –

 

 3

 

Utilised

 

(15)

 

(19)

 

(28)

 

(62)

 

Transfers

 

 –

 

 –

 

(9)

 

(9)

 

Exchange adjustment

 

 1

 

 –

 

 –

 

 1

 

At 31 December 2017

 

 6

 

157

 

63

 

226

 

Provisions – due within one year

 

 6

 

73

 

50

 

129

 

Provisions – due after one year

 

 –

 

84

 

13

 

97

 

At 31 December 2017

 

 6

 

157

 

63

 

226

 

Provisions – due within one year

 

20

 

43

 

84

 

147

 

Provisions – due after one year

 

 –

 

120

 

14

 

134

 

At 31 December 2016

 

20

 

163

 

98

 

281

 

The principal elements within rationalisation provisions relate to the Group Optimisation programme (mainly severance) announced in May 2014.

Following the settlement of a large part of the US metal-on-metal hip claims (discussed below) the Group has estimated a provision of $157m (2016: $163m) relating to the present value at 31 December 2017 of the estimated costs to resolve all other known and anticipated metal-on-metal hip claims. The estimated value of the provision has been determined using an actuarial model. Given the inherent uncertainty in assumptions relating to factors such as the number of claims and outcome the actual costs may differ significantly from this estimate. A range of expected outcomes between the 25th and 75th percentile generated by the actuarial model would not give rise to a significantly different outcome in 2018. The provision does not include any possible insurance recoveries on these claims or legal fees associated with defending claims. The Group carries considerable product liability insurance, and will continue to defend claims vigorously.

The legal and other provisions mainly relate to various other product liability and intellectual property litigation matters.

All provisions are expected to be substantially utilised within five years of 31 December 2017 and none are treated as financial instruments.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      149

17.2 Contingencies

The Company and its subsidiaries are party to various legal proceedings, some of which include claims for substantial damages. The outcome of these proceedings cannot readily be foreseen, but except as described herein management believes none of them is likely to result in a material adverse effect on the financial position of the Group. The Group provides for outcomes that are deemed to be probable and can be reliably estimated. There is no assurance that losses will not exceed provisions or will not have a significant impact on the Group’s results of operations in the period in which they are realised.

In August 2003, the Group withdrew voluntarily from all markets the macrotextured versions of its OXINIUM femoral knee components. A charge of $154m was recorded in 2004 for anticipated expenses in connection with macrotexture claims. Most of that amount has since been applied to settlements of such claims, and all claims have now been resolved. The aggregate cost at 31 December 2017 related to this matter is approximately $205m. The Group has sought recovery from its primary and excess insurers for costs of resolving the claims. The primary insurance carrier has paid $60m in full settlement of its policy liability. However, the excess carriers have denied coverage, citing defences relating to the wording of the insurance policies and other matters. In December 2004, the Group brought suit against them in the US district court for the Western District of Tennessee, for which a trial has not yet begun. An additional $22m was received during 2007 from a successful settlement with a third party.

17.3 Legal proceedings

Product liability claims

The Group faces claims from time to time for alleged defects in its products and has on occasion recalled or withdrawn products from the market. Such claims are endemic to the medical device industry. The Group maintains product liability insurance subject to limits and deductibles that management believes are reasonable. All policies contain exclusions and limitations, however, and there can be no assurance that insurance will be available or adequate to cover all claims.

In recent years, there has been heightened concern about possible adverse effects of hip implant products with metal-on-metal bearing surfaces, and the Group has incurred, and will continue to incur expenses to defend claims in this area. As of February 2018, and giving effect to the US settlements described below, approximately 740 such claims were pending with the Group around the world, of which approximately 430 had given rise to pending legal proceedings. Most claims relate to the Group’s Birmingham Hip Resurfacing (BHR) product and its two modular metal-on-metal components: the Birmingham Hip Modular Head (BHMH) and the optional metal liner component of the R3 Acetabular System (R3ML). The BHMH and R3ML are no longer on the market: the R3ML was withdrawn in 2012 and the BHMH was phased out in 2014. In 2015, the Group ceased offering smaller sizes of the BHR and restricted instructions for BHR use in female patients. These actions were taken to ensure that the BHR is only used in those patient groups where it continues to demonstrate strong performance.

In 2015 and 2016, the Group’s US subsidiary settled a large part of the majority of its US metal-on-metal hip lawsuits in two group settlements, without admitting liability. Insurance receipts covered most of the amounts paid, with the net cash cost being $25m. In November 2017, the Group’s US subsidiary entered into a memorandum of understanding to settle a third group of claims, without admitting liability. The third settlement is expected to be finalised in 2018. These cases principally related to the Group’s modular metal-on-metal hip components, which are no longer on the market. On 5 April 2017, the Judicial Panel on Multidistrict Litigation (MDL) ordered Smith & Nephew BHR cases pending or later filed in US federal court to be consolidated for pre-trial proceedings and transferred to the federal court in Baltimore, Maryland. There are currently 253 cases pending in the MDL in the United States. In England and Wales, the Group’s UK subsidiary entered into a group settlement in 2017 to settle 150 claims principally related to the Group’s modular metal-on-metal hip component, which are no longer on the market. Metal-on-metal hip implant claims against various companies in England and Wales have been consolidated for trials under group litigation orders in the High Court in London. The BHR and other claims pending against the Group have been stayed and will not be reactivated until the outcome of those trials is known.

The Group has requested indemnity from its product liability insurers for most of these metal-on-metal hip implant claims. Each insurer makes its own decision as to coverage issues, and the liability of some insurers depends on exhaustion of lower levels of coverage. Insurers of the lower layers of the Group’s insurances have indemnified the Group in respect of these claims up to the limits of those insurances. The Group has commenced arbitration proceedings against another insurer in respect of that insurer’s share of the claims and associated defence costs in the amount of $50m. Litigation outcomes are difficult to predict and defence costs can be significant. The Group takes care to monitor the clinical evidence relating to its metal hip implant products and ensure that its product offerings are designed to serve patients’ interests.

Intellectual property disputes

The Group is engaged, as both plaintiff and defendant, in litigation with various competitors and others over claims of patent infringement and other intellectual property matters. These disputes are being heard in courts in the US and other jurisdictions and also before agencies that examine patents. Outcomes are rarely certain and costs are often significant.

The Group prosecuted and defended a series of patent infringement suits against Arthrex in US federal courts in Oregon and Texas starting in 2004, principally relating to suture anchors for use in shoulder surgery. Arthrex paid $99m in June 2015 in connection with the Oregon litigation, and most of that award (net of various expenses) was recognised in the Group’s operating profit at that time. The Group asserted the same patent against additional Arthrex products in a follow-up suit that was scheduled for trial in February 2017 in the Oregon court. Arthrex asserted its own suture anchor patents against Smith & Nephew in 2014 and 2015 in the US District Court for the Eastern District of Texas. In December 2016, the jury in that case decided that two of the Group’s US subsidiaries infringed two asserted Arthrex patents and awarded Arthrex $17.4m. In February 2017, the parties reached a settlement resulting in the dismissal of all patent litigation in Oregon and Texas. Smith & Nephew agreed to pay Arthrex $8m, and each party agreed to additional payments contingent on the outcome of patent validity proceedings currently pending at the US Patent & Trademark Office relating to the asserted patents. In November 2017, the US Patent & Trademark Office issued a Reexamination Certificate confirming validity of certain claims of US Patent No. 5,601,557 asserted by Smith & Nephew against Arthrex in the Oregon litigation. The issuing of the Reexamination Certificate triggered a payment of $80m which was received by Smith & Nephew in December 2017, and $54m (net of various expenses) is recognised in the Group’s 2017 operating profit. The Group has fully provided for any possible additional payment relating to its historical sales.


150ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

In February 2016, ConforMIS, Inc. filed suit against the Group’s US subsidiary in the Eastern Division of the US District Court for the District of Massachusetts, alleging that a number of its patents (generally directed to patient specific instrumentation associated with knee arthroplasty) are infringed by Smith & Nephew’s VISIONAIRE cutting guides and associated knee implants. The suit requests damages and an injunction. Smith & Nephew seeks to invalidate the asserted patents at the US Patent & Trademark Office and has also filed counterclaims for infringement by ConforMIS of the Group’s US patents.

17.4 Tax Matters

At any given time the Group has unagreed years outstanding in various countries and is involved in tax audits and disputes, some of which may take several years to resolve. The Group believes that it has made adequate provision in respect of related additional tax liabilities that may arise. See Note 5 for further details.

18 RETIREMENT BENEFIT OBLIGATIONS

Accounting policy

The Group operates in numerous tax jurisdictions around the world. Although it is Group policy to submit its tax returns to the relevant tax authorities as promptly as possible, at any given time the Group has unagreed years outstanding and is involved in disputes and tax audits. Significant issues may take several years to resolve. In estimating the probability and amount of any tax charge, management takes into account the views of internal and external advisers and updates the amount of provision whenever necessary. The ultimate tax liability may differ from the amount provided depending on interpretations of tax law, settlement negotiations or changes in legislation.

Business combinations

The group has identified “growth through acquisitions” as one of its Strategic Priorities. During 2014, we acquired ArthroCare Corporation; the determination of the balance sheet fair value acquired is dependent upon the understanding of the circumstances at acquisition and estimates of the future results of the acquired business and management judgement is a factor in making these determinations.

104Smith & Nephew Annual report 2014


Independent auditor’s US reports

Report of Independent Registered Public Accounting Firm to the Board of Directors and shareholders of Smith & Nephew plc

We have audited the accompanying group balance sheets of Smith & Nephew plc as of 31 December 2014 and 2013, and the related group income statements, group statements of comprehensive income, group cash flow statements and group statements of changes in shareholder’s equity for each of the three years in the period ended 31 December 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Auditor’s responsibility

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Smith & Nephew plc at 31 December 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended 31 December 2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and International Financial Reporting Standards as adopted by the European Union.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Smith & Nephew plc’s internal control over financial reporting as of 31 December 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (2013 framework) and our report dated 25 February 2015 expressed an unqualified opinion thereon.

Ernst & Young LLP

London, England

25 February 2015

Report of Independent Registered Public Accounting Firm to the Board of Directors and shareholders of Smith & Nephew plc

We have audited Smith & Nephew plc’s internal control over financial reporting as of 31 December 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). Smith & Nephew plc’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying ‘Evaluation of Internal Controls’. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Smith & Nephew plc maintained, in all material respects, effective internal control over financial reporting as of 31 December 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the group balance sheets of Smith & Nephew plc as of 31 December 2014 and 2013, and the related group income statements, group statements of comprehensive income, group cash flow statements and group statements of changes in equity for each of the three years in the period ended 31 December 2014 of Smith & Nephew plc and our report dated 25 February 2015 expressed an unqualified opinion thereon.

Ernst & Young LLP

London, England

25 February 2015

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Smith & Nephew Annual report 2014            105


FINANCIAL STATEMENTS

Independent auditor’s UK report

Independent auditor’s report to the members

of Smith & Nephew plc

Opinion on financial statements

In our opinion:

the financial statements give a true and fair view of the state of the group and of the parent company’s affairs as at 31 December 2014;

the group financial statements give a true and fair view of the profit for the year ended 31 December 2014;

the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and IFRSs as adopted by the International Accounting Standards Board (IASB);

the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

the group and the parent company financial statements have been prepared in accordance with the requirements of the Companies Act 2006; and

the group financial statements have been prepared in accordance with Article 4 of the IAS Regulation.

What we have audited

We have audited the financial statements of Smith & Nephew plc for the year ended 31 December 2014 which comprise:

Group

Company

The Group income statement

The Company balance sheet

The Group statement of comprehensive income

The related notes 1 to 9.

The Group balance sheet

The Group cash flow statement

The Group statement of changes in equity

The related notes 1 to 23.

As explained in Note 1 to the consolidated financial statements, the group in addition to applying IFRS as adopted by the European Union has also applied IFRS as issued by the International Accounting Standards Board (IASB). The financial reporting framework that has been applied in the preparation of the Company financial statements is the provisions of the Companies Act 2006 and United Kingdom Generally Accepted Accounting Practice.

Overview

Materiality

Overall Group materiality of $45 million which represents 5% of adjusted profit before tax

Audit scope

We performed an audit of the complete financial information of two components and audit procedures on specific balances for a further ten components.

The 12 reporting components where we performed audit procedures accounted for 81% of the group’s total assets, 64% group revenue and 85% of the group’s profit before tax and 86% of the group’s adjusted profit before tax.

Areas of focus

Recognition and measurement of provisions for litigation reserves and contingent liabilities

Recognition and measurement of provisions for taxation

Existence and valuation of inventory

Timing of revenue recognition and measurement of related reserves

Judgements determining purchase price allocation on acquisitions

Our application of materiality

We determined materiality for the group to be $45 million (2013: $45 million), which is calculated as 5% of adjusted profit before tax. We believe that profit before tax, adjusted for the items, as described below, provides us with a consistent year on year basis for determining materiality and is the most relevant performance measure to the stakeholders of the entity. Adjustments are made to profit before tax for acquisition related costs of $118m and restructuring and rationalisation expenses of $61m as highlighted in note 2.2 of the financial statements, as well as acquisition-related finance costs of $7m. This provided a basis for identifying and assessing the risk of material misstatement and determining the nature, timing and extent of further audit procedures.

On the basis of our risk assessments, together with our assessment of the group’s overall control environment and other qualitative considerations, our judgement was that overall performance materiality (i.e. our tolerance for misstatement in an individual account or balance) for the group should be 75% (2013: 75%) of planning materiality, namely $33.75 million (2013: $33.75 million). Our objective in adopting this approach was to reduce to an appropriately low level the probability that the aggregate of total undetected and uncorrected misstatements for the accounts as a whole did not exceed our planning materiality.

Audit work at individual components is undertaken based on a percentage of our total performance materiality. The performance materiality set for each component is based on the relative size of the component and our view of the risk of misstatement at that component. In the current year the range of performance materiality allocated to components was $3.32m to $21.58m.

We agreed with the Audit Committee that we would report to the

Committee all audit differences in excess of $2.25 million (2013: $2.25 million), as well as differences below that threshold that, in our view warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in the light of other relevant qualitative considerations.

This page does not form part of Smith & Nephew’s Annual Report and Form 20-F as filed with the SEC.

106Smith & Nephew Annual report 2014


Scope of our audit

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Following our assessment of the risk of material misstatement to the group financial statements, we selected 12 components which represent the principal business units within the group’s two reportable segments. Two of these components were subject to a full audit and ten were subject to a partial scope audit where the extent of audit work was based on our assessment of the risks of material misstatement outlined below and the materiality of the location’s business operations relative to the group. The scope of these components may not have included testing of all significant accounts of the location but will have contributed to the coverage of significant accounts tested for the group. Partial scope component testing of significant risks is primarily focused on the inventory and revenue recognition risks as tax, litigation

and purchase price allocation risks are audited centrally. For the remaining components, we performed other procedures to test or assess that there were no significant risks of material misstatement in these components in relation to the group financial statements. The components subject to full audit or partial scope audit procedures make up 81% of the group’s total assets, 64% of the group’s revenue, 85% of the group’s profit before tax and 86% of the group’s adjusted profit before tax, although for countries where a partial scope audit was performed, not all balances that comprise these coverage percentages have been audited.

The group audit team continued to follow a programme of planned visits that has been designed to ensure that the Senior Statutory Auditor or his designate visits each of the locations where the Group audit scope was focused at least once every two years and the most significant of them at least once a year. For all full scope entities, in addition to the location visit, the group audit team participated in the component team’s planning, including the component team’s discussion of fraud and error. The group audit team have also reviewed key working papers and challenged conclusions on significant risk areas, as identified at the scoping stage, primarily inventory and revenue recognition. The group audit team visited nine locations in total over the course of the current year audit.

Our assessment of risks of material misstatement

We consider that the following areas present the greatest risk of material misstatement in the financial statements and consequently have had the greatest impact on our audit strategy, the allocation of resources and the efforts of the engagement team, including the more senior members of the team:

Principal risk area and rationale

Audit response

Recognition and measurement of provisions for litigation reserves and contingent liabilities

The development, manufacture and sale of medical devices entails risk of product liability claims and patent infringement issues due to the surgical nature of the products and the competitive nature of the industry.

Determining the impact and likely outcome of any litigation matters requires significant judgement due to the uncertainty of the litigation process and the level of royalty that may be payable for infringed products and raises the risk that those legal provisions may be incorrect.

The litigation reserve at 31 December 2014, included in legal and other provisions of $118m in note 17.1 to the financial statements, covers a number of open legal matters as described in detail in note 17.3 to the financial statements. We held discussions with in-house legal counsel to understand the status of litigation cases. We read legal invoices and corresponded directly with external legal advisors to understand the fact patterns of the cases. We reviewed management’s calculations of provisions, including their assessment of potential royalties payable for past sales and challenged and corroborated key assumptions.

Recognition and measurement of provisions for taxation

The tax charge of profits is determined according to complex tax laws and regulations. Where the effect of these tax laws and regulations is unclear, judgements are used in determining the liability for the tax to be paid.

As a multinational Company, tax audits can be ongoing in a number of jurisdictions at any point in time and tax returns are subject to possible challenge in most locations in which the Company operates.

There can be significant judgement involved in determining the provision for tax liabilities.

The details of the tax charge are included in note 5.1 to the financial statements.

We involved tax specialists in the US and the UK to assist us in assessing and challenging the assumptions and judgements made by the company in their recognition and measurement of provisions for taxation. We tested tax calculations and challenged the company’s transfer pricing arrangements, tax planning activities and status and findings from ongoing tax audits to assess the reasonableness of the provisions recorded. This included an assessment of the likelihood that known uncertain tax positions would result in a tax liability to the company.

This page does not form part of Smith & Nephew’s Annual Report and Form 20-F as filed with the SEC.

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FINANCIAL STATEMENTS

Independent auditor’s UK reportcontinued

Principal risk area and rationale

Audit response

Existence and valuation of inventory

The Company has high levels of finished goods inventory, as detailed in note 12 to the financial statements, some of which are located at customer premises to be available for immediate use.

Complete sets of products, including outsizes, have to be made available in this way, with these sizes used less frequently. Towards the end of a product’s life cycle, these inventory levels are more than is required and therefore excess to requirements.

In estimating the appropriate value for inventory, management has to apply judgement on how much of the inventory on hand will ultimately be used, considering the length of product lives predicted, product usage and how quickly products will be phased out.

We carried out tests of controls over routine inventory processes, including cycle counts and period end counts.

We independently counted or confirmed inventory levels at key component locations and also reviewed the results of management’s testing results for a sample of counts that we did not attend.

We challenged management’s judgements and assumptions used in determining the inventory excess and obsolescence provision in order to assess that their calculation represents excess and obsolete inventory. We understood their plans for launching new product lines or discontinuing product lines to assess the adequacy of the provision, as well as reflecting on the adequacy of prior year provisions.

We tested management’s calculation to eliminate intercompany profit held in inventory as goods are sold between group companies, including the recalculation and vouching of margins on a sample basis.

Timing of revenue recognition and measurement of related reserves

Revenue recognition is one of the key areas of audit focus, particularly in respect of the risk of management override and the risk of cut-off of revenue for sales to distributors with the need for the risks and rewards of ownership to have passed before revenue is recognised.

We carried out tests of controls over revenue recognition, including the timing of revenue recognition, as well as substantive testing, analytical procedures and assessing whether the revenue recognition policies adopted complied with IFRS as detailed in note 2.1 to the financial statements.

Procedures included independent confirmation with distributors, reviewing shipping terms for items despatched to test that the risk and reward of ownership had passed, cut off testing of items despatched close to the year end date and a review of returns and credit notes issued subsequent to the year end.

We also performed detailed trend analysis by period and by major customer to identify unusual fluctuations.

Judgements determining purchase price allocation on acquisitions

On 27 May 2014, the Group acquired ArthroCare Corporation for $1.7bn.

The acquisition accounting includes the need to determine the fair value of the acquired assets and liabilities at the acquisition date. This included complex valuation considerations and required the use of specialists.

The most significant judgements relate to the valuation of intangible assets acquired, the uplift to the value of inventory and property, plant and equipment and the value of any provisions recorded.

We focused on this area given the significant judgements involves in assessing the fair values of assets and liabilities acquired as this directly impacts the amount of goodwill recognised on acquisition. The fair values are based on valuation techniques built, in part, on assumptions around the future performance of the business. We challenged the assumptions underpinning the valuations, assessed the fair value of the identified assets and liabilities, audited the accounting differences upon IFRS conversion and evaluated the adequacy of the disclosures.

We also discussed the specialist valuations with the specialists and read their reports, with involvement of our own specialists to conclude on the appropriateness of the valuation.

This page does not form part of Smith & Nephew’s Annual Report and Form 20-F as filed with the SEC.

108Smith & Nephew Annual report 2014


Opinion on other matter prescribed by

the Companies Act 2006

In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the group financial statements are prepared is consistent with the group financial statements.

Respective responsibilities of directors and auditor

As explained more fully in the Directors’ Responsibilities Statement set out on page 103, the directors are responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the group financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Matters on which we are required to report

by exception

We have nothing to report in respect of the following:

Under the ISAs (UK and Ireland), we are required to report to you if, in our opinion, information in the annual report is:

materially inconsistent with the information in the audited financial statements; or

apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the course of performing our audit; or

is otherwise misleading.

In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the directors’ statement that they consider the annual report is fair, balanced and understandable and whether the annual report appropriately discloses those matters that we communicated to the audit committee which we consider should have been disclosed.

Under the Companies Act 2006 we are required to report to you if, in our opinion:

certain disclosures of directors’ remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Under the Listing Rules we are required to review:

the directors’ statement, set out on page 103, in relation to going concern.

the part of the Corporate Governance Statement relating to the company’s compliance with the nine provisions of the UK Corporate Governance Code specified for our review.

Michael Rudberg (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

25 February 2015

This page does not form part of Smith & Nephew’s Annual Report and Form 20-F as filed with the SEC.

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Smith & Nephew Annual report 2014            109


FINANCIAL STATEMENTS

Group income statement

      Notes       
 
 
 
Year ended
31 December
2014
$ million
  
  
  
  
     
 
 
 
Year ended
31 December
2013
$ million
  
  
  
  
     
 
 
 
Year ended
31 December
2012
$ million
  
  
  
  

Revenue

     2       4,617       4,351       4,137  

Cost of goods sold

            (1,162     (1,100     (1,070

Gross profit

         3,455       3,251       3,067  

Selling, general and administrative expenses

     3       (2,471     (2,210     (2,050

Research and development expenses

     3       (235     (231     (171

Operating profit

     2 & 3       749       810       846  

Interest receivable

     4       13       14       11  

Interest payable

     4       (35     (10     (9

Other finance costs

     4       (11     (11     (11

Share of results of associates

     11       (2     (1     4  

Profit on disposal of net assets held for sale

     3                     251  

Profit before taxation

         714       802       1,092  

Taxation

     5       (213     (246     (371

Attributable profit for the year (i)

            501       556       721  

Earnings per ordinary share (i)

     6              

Basic

         56.1¢       61.7¢       80.4¢  

Diluted

            55.7¢       61.4¢       80.0¢  

Group statement of comprehensive income

      Notes       
 
 
 
Year ended
31 December
2014
$  million
  
  
  
  
     
 
 
 
Year ended
31 December
2013
$ million
  
  
  
  
     
 
 
 
Year ended
31 December
2012
$ million
  
  
  
  

Attributable profit for the year (i)

         501       556       721  

Other comprehensive income:

                

Items that will not be reclassified to income statement

                

Actuarial (losses)/gains on retirement benefit obligations

     18       (94     12       (5

Taxation on other comprehensive income

     5       19       (16     20  

Total items that will not be reclassified to income statement

         (75     (4     15  

Items that may be reclassified subsequently to income statement

                

Cash flow hedges – interest rate derivatives

                

    – losses arising in the year

         (5              

Cash flow hedges – forward foreign exchange contracts

                

    – gains/(losses) arising in the year

         31       8       (1

    – gains transferred to inventories for the year

         (14     (3     (6

Exchange differences on translation of foreign operations

         (196     (6     36  

Exchange on borrowings classified as net investment hedges

                          1  

Total items that may be reclassified subsequently to income statement

            (184     (1     30  

Other comprehensive (expense)/income for the year, net of taxation

            (259     (5     45  

Total comprehensive income for the year (i)

            242       551       766  

(i)Attributable to equity holders of the Company and wholly derived from continuing operations.

The Notes on pages 117 to 165 are an integral part of these accounts.

110Smith & Nephew Annual report 2014


Commentary on the Group income statement and Group statement of comprehensive income

Revenue

Group revenue increased by $266m (6% on a reported basis), from $4,351m in 2013 to $4,617m in 2014.

The underlying increase is 2%, after adjusting for the 5% impact of the acquisitions of ArthroCare and a Brazilian distributor and 1% attributable to the unfavourable impact of currency movements. Despite flat growth in the Established Markets, growth of 17% in the Emerging & International Markets contributed to this underlying increase of 2%.

Cost of goods sold

Cost of goods sold increased by $62m (6% on a reported basis) from $1,100m in 2013 to $1,162m in 2014. The underlying movement is 5% after adjusting for the net impact of 4% from the ArthroCare acquisition and 3% attributable to the unfavourable impact of currency movements. The movement in underlying costs of goods sold of 5% is largely attributable to the increase in underlying trading.

During 2014, $12m of restructuring and rationalisation expenses (2013 – $12m) and $23m of acquisition related costs (2013 – $5m) were charged to cost of goods sold.

Selling, general and administrative expenses

Selling, general and administrative expenses increased by $261m (12% on a reported basis) from $2,210m in 2013 to $2,471m in 2014. The underlying movement is 5% after adjusting for the net impact of 7% from the ArthroCare acquisition. Currency movements had no impact.

The underlying increase of 5% is due to the promotion of new product and costs associated with the RENASYS distribution hold and HP802 termination and the underlying increase in trading.

In 2014, administrative expenses included $62m of amortisation of other intangible assets (2013 – $64m), $49m of restructuring and rationalisation expenses (2013 – $46m), an amount of $129m relating to amortisation of acquisition intangibles (2013 – $88m) and $95m of acquisition related costs (2013 – $26m).

Research and development expenses

Research and development expenditure as a percentage of revenue remained broadly consistent at 5.1% in 2014 (2013 – 5.3%). Actual expenditure was $235m in 2014 compared to $231m in 2013. The Group continues to invest in innovative technologies and products to differentiate it from competitors.

Operating profit

Operating profit decreased by $61m to $749m from $810m in 2013. This comprised an increase of $6m in Advanced Surgical Devices and a decrease of $67m in Advanced Wound Management.

The movement in Advanced Surgical Devices is attributable to the continuing pressure on margins and its investment in the Emerging & International Markets. Advanced Wound Management has been adversely impacted by the costs assocaited with the RENASYS distribution hold and the impairment and costs associated with the termination of the HP802 programme.

Net interest receivable/(payable)

Net interest payable increased by $26m, from a net $4m receivable in 2013 to a net payable of $22m in 2014. This movement is primarily due to an increase in interest payable as a result of financing the ArthroCare acquisition. Interest receivable also decreased following the repayment by Bioventus LLC of their loan note in October 2014.

Other finance costs

Other finance costs in 2014 remained at $11m and principally relate to costs associated with the Group’s retirement benefit schemes.

Taxation

The taxation charge decreased, by $33m, to $213m from $246m in 2013. The rate of tax was 29.9%, compared with 30.5% in 2013.

After adjusting for specific transactions that management considers affect the Group’s short-term profitability, restructuring and rationalisation expenses, amortisation of acquisition intangibles, acquisition related costs and legal and other items) the tax rate was 27.7% (2013 – 29.2%).

The financial commentary on this page forms part of the business review and is unaudited.

See pages 180 to 183 for commentary on the 2013 financial year.

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Smith & Nephew Annual report 2014            111


FINANCIAL STATEMENTS

Group balance sheet

      Notes       

 
 
 

At

31 December
2014
$ million

  

  
  
  

     
 
 
 
At
31 December
2013
$ million
  
  
  
  

Assets

                     

Non-current assets:

            

Property, plant and equipment

     7       891       816  

Goodwill

     8       2,027       1,256  

Intangible assets

     9       1,747       1,054  

Investments

     10       5       2  

Investments in associates

     11       112       107  

Loans to associates

     11              178  

Retirement benefit asset

     18       7       5  

Deferred tax assets

     5       77       145  
             4,866       3,563  

Current assets:

            

Inventories

     12       1,181       1,006  

Trade and other receivables

     13       1,166       1,113  

Cash at bank

     15       93       137  
             2,440       2,256  

Total assets

            7,306       5,819  
                      

Equity and liabilities

                     

Equity attributable to owners of the Company:

            

Share capital

     19       184       184  

Share premium

         574       535  

Capital redemption reserve

         11       10  

Treasury shares

     19       (315     (322

Other reserves

         (64     120  

Retained earnings

            3,650       3,520  

Total equity

            4,040       4,047  

Non-current liabilities:

            

Long-term borrowings

     15       1,666       347  

Retirement benefit obligations

     18       233       230  

Other payables

     14       44       7  

Provisions

     17       63       65  

Deferred tax liabilities

     5       98       50  
             2,104       699  

Current liabilities:

            

Bank overdrafts and loans

     15       39       44  

Trade and other payables

     14       838       785  

Provisions

     17       67       60  

Current tax payable

            218       184  
             1,162       1,073  

Total liabilities

            3,266       1,772  

Total equity and liabilities

            7,306       5,819  

The accounts were approved by the Board and authorised for issue on 25 February 2015 and are signed on its behalf by:

Roberto QuartaOlivier BohuonJulie Brown
ChairmanChief Executive OfficerChief Financial Officer

The Notes on pages 117 to 165 are an integral part of these accounts.

112Smith & Nephew Annual report 2014


Commentary on the Group balance sheet

Non-current assets

Non-current assets increased by $1,303m to $4,866m in 2014 from $3,563m in 2013. This is principally attributable to the following:

Property, plant and equipment increased by $75m from $816m in 2013 to $891m in 2014. Depreciation of $222m was charged during 2014, assets with a net book value of $15m were disposed of and $14m was impaired relating to HP802. These movements were offset by $298m of additions relating primarily to instruments and other plant & machinery and $62m of additions arising on the acquisitions of ArthroCare. The balance relates to unfavourable currency movements totalling $34m.

Goodwill increased by $771m from $1,256m in 2013 to $2,027m in 2014. Of this movement, $829m arose on the acquisition of ArthroCare and $15m on the acquisition in Brazil. The remaining balance relates to unfavourable currency movements totalling $73m.

Intangible assets increased by $693m from $1,054m in 2013 to $1,747m in 2014. Intangible assets totalling $817m and $16m arose on the acquisition of ArthroCare and Brazil respectively. Amortisation of $191m was charged during the year and assets with a net book value of $1m were disposed of. A total of $77m relates to the cost of intellectual property, distribution rights and software acquired. The balance relates to unfavourable currency movements totalling $25m.

Investment in associates of $112m in 2014 has increased from $107m in 2013. The loan to the associate was fully repaid in the year.

Deferred tax assets decreased by $68m in the year from $145m in 2013 to $77m in 2014.

Current assets

Current assets increased by $184m to $2,440m from $2,256m in 2013. The movement relates to the following:

Inventories rose by $175m to $1,181m in 2014 from $1,006m in 2013. This movement is principally attributable to the acquisitions of ArthroCare and distributor in Brazil which increased inventory by $70m and $36m relating to the purchase of an advanced quantity of an ingredient to ensure continued supply of REGRANEX.

The level of trade and other receivables increased by $53m to $1,166m in 2014 from $1,113m in 2013. The movement primarily relates to the increase in underlying revenues and $54m from the ArthroCare acquisition offset by $75m of unfavourable currency movements.

Cash at bank has fallen by $44m to $93m from $137m in 2013.

Non-current liabilities

Non-current liabilities increased by $1,405m from $699m in 2013 to $2,104m in 2014. This movement relates to the following items:

Long-term borrowings have increased from $347m in 2013 to $1,666m in 2014 as a result of the $1.1bn private placements and $400m additional long-term facility use to fund the acquisition of ArthroCare.

The Retirement benefit obligation increased by $3m to $233m in 2014 from $230m in 2013.

Deferred tax liabilities increased by $48m in the year from $50m in 2013 to $98m in 2014.

Current liabilities

Current liabilities increased by $89m from $1,073m in 2013 to $1,162m in 2014. This movement is attributable to:

Bank overdrafts and current borrowings have decreased by $5m from $44m in 2013 to $39m in 2014.

Trade and other payables have increased by $53m to $838m in 2014 from $785m in 2013. This increase includes $75m of trade and other payables arising on the acquisition of ArthroCare and distributor in Brazil offset by $34m of favourable currency movements.

Current tax payable is $218m at the end of 2014 compared to $184m in 2013.

Total equity

Total equity decreased by $7m from $4,047m in 2013 to $4,040m in 2014. The principal movements were:


Total equity
$ million

1 January 20144,047
Attributable profit501
Currency translation losses(196
Hedging reserves12
Actuarial losses on retirement benefit obligations(94
Dividends paid during the year(250
Purchase of own shares(75
Taxation on Other Comprehensive Income and equity items19
Net share-based transactions76
31 December 20144,040

The financial commentary on this page forms part of the business review and is unaudited.

See pages 180 to 183 for commentary on the 2013 financial year.

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Smith & Nephew Annual report 2014            113


FINANCIAL STATEMENTS

Group cash flow statement

      Notes       
 
 
 
Year ended
31 December
2014
$ million
  
  
  
  
     
 
 
 
Year ended
31 December
2013
$ million
  
  
  
  
     
 
 
 
Year ended
31 December
2012
$ million
  
  
  
  

Cash flows from operating activities

                            

Profit before taxation

         714       802       1,092  

Net interest payable/(receivable)

     4       22       (4     (2

Depreciation, amortisation and impairment

         427       361       312  

Loss on disposal of property, plant and equipment and software

         11       23       12  

Distribution from investment

         1                

Share-based payments expense

     23       32       28       34  

Share of results of associates

     11       2       1       (4

Dividends received from associates

     11              1       7  

Profit on disposal of manufacturing facility

     21       (9              

Profit on disposal of net assets held for sale

     3                     (251

Net movement in post retirement benefit obligations

         (81     (27     (28

(Increase)/Decrease in inventories

         (168     (99     12  

Increase in trade and other receivables

         (76     (70     (5

Increase in trade and other payables and provisions

            86       122       5  

Cash generated from operations (i) (ii)

         961       1,138       1,184  

Interest received

         3       4       4  

Interest paid

         (36     (10     (8

Income taxes paid

            (245     (265     (278

Net cash inflow from operating activities

            683       867       902  

Cash flows from investing activities

                            

Acquisitions, net of cash acquired

     21       (1,572     (74     (782

Proceeds on disposal of net assets held for sale

                       103  

Capital expenditure

     2       (375     (340     (265

Investment in associate

     11       (2            (10

Purchase of investments

     10       (4              

Proceeds from associate loan redemption

     11       188                

Proceeds on disposal of manufacturing facility

     21       20                

Cash received on disposal of associate

                   7         

Net cash used in investing activities

            (1,745     (407     (954

Cash flows from financing activities

                            

Proceeds from issue of ordinary share capital

         40       48       77  

Purchase of own shares

         (75     (231       

Proceeds of borrowings due within one year

     20       30       12       40  

Settlement of borrowings due within one year

     20       (52     (6     (296

Proceeds on borrowings due after one year

     20       3,390       695       415  

Settlement of borrowings due after one year

     20       (2,068     (779     (1

Proceeds from own shares

         4       3       6  

Settlement of currency swaps

     20       (11     (1     (1

Equity dividends paid

     19       (250     (239     (186

Net cash from/(used in) financing activities

            1,008       (498     54  

Net (decrease)/increase in cash and cash equivalents

         (54     (38     2  

Cash and cash equivalents at beginning of year

     20       126       167       161  

Exchange adjustments

     20       (7     (3     4  

Cash and cash equivalents at end of year

            65       126       167  

(i)Includes $60m (2013 – $54m, 2012 – $55m) of outgoings on restructuring and rationalisation expenses.

(ii)Includes $112m (2013 – $25m, 2012 – $3m) of acquisition-related costs and $23m (2013 – $nil, 2012 – $22m) of legal and other costs

The Notes on pages 117 to 165 are an integral part of these accounts.

114Smith & Nephew Annual report 2014


Commentary on the Group cash flow statement

The main elements of the Group’s cash flow and movements in net debt can be summarised as follows:

Net cash inflow from operating activities

Cash generated from operations in 2014 of $961m (2013 – $1,138m, 2012 – $1,184m) is after paying out $112m (2013 – $25m, 2012 – $3m) of acquisition-related costs, $60m (2013 – $54m, 2012 – $55m) of restructuring and rationalisation expenses and $23m (2013 – $nil, 2012 – $22m) relating to legal and other exceptional costs.

Capital expenditure

The Group’s ongoing capital expenditure and working capital requirements were financed through cash flow generated by business operations and, where necessary, through short-term committed and uncommitted bank facilities. In 2014, capital expenditure on tangible and intangible fixed assets represented approximately 8% of continuing Group revenue (2013 – 8%, 2012 – 6%).

In 2014, capital expenditure amounted to $375m (2013 – $340m, 2012 – $265m). The principal areas of investment were the placement of orthopaedic instruments with customers, patents and licences, plant and equipment and information technology.

At 31 December 2014, $34m (2013 – $41m, 2012 – $4m) of capital expenditure had been contracted but not provided for which will be funded from cash inflows.

Acquisitions and disposals

In the three-year period ended 31 December 2014, $2,428m was spent on acquisitions, funded from net debt and cash inflows. This comprised, $782m for Healthpoint acquired in December 2012, $74m relating to acquisitions in Turkey, Brazil and India completed in quarter four of 2013, $1,546m for ArthroCare acquired in May 2014 and $26m for the acquisition in Brazil completed in quarter one 2014.

During 2012, the Group completed the transfer of its Biologics and Clinical Therapies business (‘CT’) to Bioventus for total consideration of $367m. As part of this transaction the Group received a 49% interest in Bioventus with a value of $104m and subsequently invested a further $10m.

During 2014, the Group received repayment of the $160m loan note to Bioventus and $28m of accrued interest.

Proceeds of $20m have been received on the disposal of the Group’s manufacturing plant in Gilberdyke, UK.

Liquidity and capital resources

The Group’s policy is to ensure that it has sufficient funding and facilities in place to meet foreseeable borrowing requirements.

At 31 December 2014, the Group held $65m (2013 – $126m, 2012 $167m) in cash net of bank overdrafts. The group had committed facilities available of $2,525m at 31 December 2014 of which $1,655m was drawn. Smith & Nephew intends to repay the amounts due within one year by using available cash and drawing down on the longer term facilities. In addition, Smith & Nephew has finance lease commitments of $12m.

During the year ended 31 December 2014, the Group refinanced its principal banking facilities. The Group has signed a new five-year committed $1 billion multi-currency revolving credit facility with a maturity date of March 2019. In addition, the Group signed a $1.4 billion committed term loan facility with a maturity date of February 2016. The Group drew down its $1.4 billion committed term loan facility to fund the acquisition of ArthroCare. $1 billion of this loan was repaid during the year partly from private placement proceeds.

During the year ended 31 December 2014, the Group received the entire proceeds of the $325 million private placement debt agreement signed in December 2013. The funds have a weighted average fixed rate of 3.7% and mature between 2021 and 2026. The Group also received $800 million of proceeds from a second private placement agreement signed in November 2014. The funds have a weighted average fixed rate of 3.1% and mature between 2019 and 2024.

The principal variations in the Group’s borrowing requirements result from the timing of dividend payments, acquisitions and disposals of businesses, timing of capital expenditure and working capital fluctuations. Smith & Nephew believes that its capital expenditure needs and its working capital funding for 2015, as well as its other known or expected commitments or liabilities, can be met from its existing resources and facilities. The Group’s net debt increased from $288m at the beginning of 2013 to $1,613m at the end of 2014, representing an overall increase of $1,325m.

The Group’s planned future contributions are considered adequate to cover the current underfunded position in the Group’ssponsors defined benefit plans.

The financial commentary on this page forms part of the business review and is unaudited.

See pages 180 to 183 for commentary on the 2013 financial year.

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Smith & Nephew Annual report 2014            115


FINANCIAL STATEMENTS

Group statement of changes in equity

      
 
 
Share
capital
$ million
  
  
  
     
 
 
Share
premium
$ million
  
  
  
     
 
 
 
Capital
redemption
reserve
$ million
  
  
  
  
     
 
 
Treasury
shares (ii)
$ million
  
  
  
     
 
 
Other
reserves (iii)
$ million
  
  
  
     
 
 
Retained
earnings
$ million
  
  
  
     
 
 
Total
equity
$ million
  
  
  

At 31 December 2011

     191       413              (766     91       3,258       3,187  

Total comprehensive income (i)

                                 30       736       766  

Equity dividends declared and paid

                                        (186     (186

Share-based payments recognised

                                        34       34  

Cost of shares transferred to beneficiaries

                          31              (25     6  

Issue of ordinary share capital (iv)

     2       75                                   77  

At 31 December 2012

     193       488              (735     121       3,817       3,884  

Total comprehensive income (i)

                                 (1     552       551  

Equity dividends declared and paid

                                        (239     (239

Share-based payments recognised

                                        28       28  

Deferred taxation on share-based payments

                                        3       3  

Purchase of own shares

                          (231                   (231

Cost of shares transferred to beneficiaries

                          21              (18     3  

Cancellation of treasury shares

     (10            10       623              (623       

Issue of ordinary share capital (iv)

     1       47                                   48  

At 31 December 2013

     184       535       10       (322     120       3,520       4,047  

Total comprehensive income (i)

                                 (184     426       242  

Equity dividends declared and paid

                                        (250     (250

Share-based payments recognised

                                        32       32  

Purchase of own shares

                          (75                   (75

Cost of shares transferred to beneficiaries

                          25              (21     4  

Cancellation of treasury shares

     (1            1       57              (57       

Issue of ordinary share capital (iv)

     1       39                                   40  

At 31 December 2014

     184       574       11       (315     (64     3,650       4,040  

(i)Attributable to equity holders of the Company and wholly derived from continuing operations.

(ii)Refer to Note 19.2 for further information.

(iii)Other reserves comprises gains and losses on cash flow hedges, foreign exchange differences on translation of foreign operations and the difference arising as a result of translating share capital and share premium at the rate ruling on the date of redenomination instead of the rate at the balance sheet date. The cumulative translation adjustments within Other Reserves at 31 December 2014 were $(78)m (2013 – $118m, 2012 – $124m).

(iv)Issue of ordinary share capital as a result of options being exercised.

The Notes on pages 117 to 165 are an integral part of these accounts.

116Smith & Nephew Annual report 2014


Notes to the Group accounts

1 Basis of preparation

Smith & Nephew plc (the ‘Company’) is a public limited company incorporated in England and Wales. In these accounts, the ‘Group’ means the Company and all its subsidiaries. The principal activities of the Group are to develop, manufacture, market and sell medical devices in the sectors of Advanced Surgical Devices and Advanced Wound Management.

As required by the European Union’s IAS Regulation and the Companies Act 2006, the Group has prepared its accounts in accordance with International Financial Reporting Standards (‘IFRS’) as adopted by the European Union (‘EU’) effective as at 31 December 2014. The Group has also prepared its accounts in accordance with IFRS as issued by the International Accounting Standards Board (‘IASB’) effective as at 31 December 2014. IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB. However, the differences have no impact for the periods presented.

The preparation of accounts in conformity with IFRS requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. The accounting policies requiring management to use significant estimates and assumptions are; inventories, impairment, taxation, liability provisions and business combinations. These are discussed under Critical accounting policies on page 104. Although these estimates are based on management’s best knowledge of current events and actions, actual results ultimately may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The Directors continue to adopt the going concern basis for accounting in preparing the annual financial statements. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

There have been no new accounting pronouncements impacting the Group in 2014.

A number of new standards, amendments to standards and interpretations are effective for the Group’s annual periods beginning on or after 1 January 2015, and have not been applied in preparing these consolidated accounts. With the exception of IFRS 9Financial Instruments and IFRS 15Revenue, which the Group does not intend to early adopt and for which the extent of the impact is still being determined, none of these is expected to have a significant effect on the consolidated accounts of the Group.

Consolidation

The Group accounts include the accounts of Smith & Nephew plc and its subsidiaries for the periods during which they were members of the Group.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated in the Group accounts from the date that the Group obtains control, and continue to be consolidated until the date that such control ceases. Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated on consolidation. All subsidiaries have year ends which are co-terminus with the Group’s.

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary and any related components of equity. Any resulting gain or loss is recognised in profit or loss. Any retained interest in the former subsidiary is measured at fair value.

Foreign currencies

Functional and presentation currency

The Group accounts are presented in US Dollars, which is the Company’s functional currency.

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group companies at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency at the exchange rate at the reporting date. Non-monetary items are not retranslated.

Foreign operations

Balance sheet items of foreign operations, including goodwill and fair value adjustments arising on acquisition are translated into US Dollars on consolidation at the exchange rates at the reporting date. Income statement items and the cash flows of foreign operations are translated at average rates as an approximation to actual transaction rates, with actual transaction rates used for large one off transactions.

Foreign currency differences are recognised in Other comprehensive income and accumulated in ‘Other reserves’ within equity. These include: exchange differences on the translation at closing rates of exchange of non-US Dollar opening net assets; the differences arising between the translation of profits into US Dollars at actual (or average, as an approximation) and closing exchange rates; to the extent that the hedging relationship is effective, the difference on translation of foreign currency borrowings or swaps that are used to finance or hedge the Group’s net investments in foreign operations; and the movement in the fair value of forward foreign exchange contracts used to hedge forecast foreign exchange cash flows.

The exchange rates used for the translation of currencies into US Dollars that have the most significant impact on the Group results were:

      2014       2013       2012  

Average rates

                     

Sterling

     1.65       1.56       1.58  

Euro

     1.33       1.33       1.28  

Swiss Franc

     1.09       1.08       1.07  

Year-end rates

                     

Sterling

     1.56       1.66       1.63  

Euro

     1.21       1.38       1.32  

Swiss Franc

     1.01       1.12       1.09  

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Smith & Nephew Annual report 2014            117


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

2 Business segment information

During 2014 for management purposes the Group was organised into two global divisions according to the nature of its products which represented two reportable business segments – Advanced Surgical Devices and Advanced Wound Management.

As part of the Reinvestment & Group Optimisation programme management have created a single unified operating structure with a single cost base, led by a managing director in each major country (outside the US). The change in structure took effect on 1 January 2015 and as such the Group will report as a single segment from this date.

The types of products and services offered by each business segment in 2014 are:

Smith & Nephew’s Advanced Surgical Devices (‘ASD’) business offers the following products and technologies:

Orthopaedic Reconstruction which includes Hip Implants, Knee Implants and ancillary products such as bone cement and mixing systems used in cemented reconstruction joint surgery

Trauma & Extremities consisting of internal and external devices used in the stabilisation of severe fractures and deformity correction procedures

Sports Medicine Joint Repair, which offers surgeons a broad array of instruments, technologies and implants necessary to perform minimally invasive surgery of the joints

Arthroscopy Enabling Technologies which offer healthcare providers a variety of technologies such as fluid management equipment for surgical access, high definition cameras, digital image capture, scopes, light sources and monitors to assist with visualisation inside the joints, radio frequency wands, electromechanical and mechanical blades, and hand instruments for removing damaged tissue

Other ASD which includes gynaecological instrumentation and the remaining Clinical Therapies geographies which are in the process of being transferred to Bioventus.

Smith & Nephew’s Advanced Wound Management (‘AWM’) business offers a range of products:

Advanced Wound Care includes products for the treatment of acute and chronic wounds, including leg, diabetic and pressure ulcers, burns and post-operative wounds

Advanced Wound Devices consists of traditional and single-use Negative Pressure Wound Therapy and hydrosurgery systems

Advanced Wound Bioactives includes biologics and other bioactive technologies that provide unique approaches to debridement and dermal repair/regeneration.

Management monitors the operating results of its business segments separately for the purposes of making decisions about resource allocation and performance assessment. Group financing (including interest receivable and payable) and income taxes are managed on a Group basis and are not allocated to business segments.

The following tables present revenue, profit, asset and liability information regarding the Group’s operating segments as they existed during the year. Investments in associates and loans to associates are segmentally allocated to Advanced Surgical Devices.

2.1 Revenue by business segment and geography

ACCOUNTING POLICY

Revenue comprises sales of products and services to third parties at amounts invoiced net of trade discounts and rebates, excluding taxes on revenue. Revenue from the sale of products is recognised upon transfer to the customer of the significant risks and rewards of ownership. This is generally when goods are delivered to customers. Sales of inventory located at customer premises and available for customers’ immediate use are recognised when notification is received that the product has been implanted or used. Appropriate provisions for returns, trade discounts and rebates are deducted from revenue. Rebates comprise retrospective volume discounts granted to certain customers on attainment of certain levels of purchases from the Group. These are accrued over the course of the arrangement based on estimates of the level of business expected and adjusted at the end of the arrangement to reflect actual volumes.

   
 
2014
$ million
  
  
  
 
2013
$ million
  
  
   
 
2012
$ million
  
  

Revenue by business segment

             

Advanced Surgical Devices

  3,298    3,015     3,108  

Advanced Wound Management

  1,319    1,336     1,029  
   4,617    4,351     4,137  

There are no material sales between business segments.

 

  

   
 
2014
$ million
  
  
  
 
2013
$ million
  
  
   
 
2012
$ million
  
  

Revenue by geographic market

             

United States

  2,012    1,862     1,651  

United Kingdom

  299    293     297  

Other Established Markets

  1,629    1,633     1,706  

Emerging & International Markets

  677    563     483  
   4,617    4,351     4,137  

Revenue has been allocated by basis of destination. No revenue from a single customer is in excess of 10% of the Group’s revenue.

118Smith & Nephew Annual report 2014


2.2 Trading and operating profit by business segment

Trading profit is a trend measure which presents the long-term profitability of the Group excluding the impact of specific transactions that management considers affects the Group’s short-term profitability. The Group presents this measure to assist investors in their understanding of trends. The Group has identified the following items, where material, as those to be excluded from operating profit when arriving at trading profit: acquisition and disposal related items including amortisation of acquisition intangibles and impairments; significant restructuring events; gains and losses arising from legal disputes; and significant uninsured losses. Operating profit reconciles to trading profit as follows:

      Notes       
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Operating profit

         749       810       846  

Acquisition-related costs

     3       118       31       11  

Restructuring and rationalisation expenses

     3       61       58       65  

Amortisation of acquisition intangibles and impairments

     9       129       88       43  

Legal and other

     3       (2              

Trading profit

            1,055       987       965  

Trading profit by business segment

                            

Advanced Surgical Devices

         810       712       728  

Advanced Wound Management

         245       275       237  
             1,055       987       965  

Operating profit by business segment reconciled to

attributable profit for the year

                            

Advanced Surgical Devices

         626       620       632  

Advanced Wound Management

            123       190       214  

Operating profit

         749       810       846  

Net interest (payable)/receivable

         (22     4       2  

Other finance costs

         (11     (11     (11

Share of results of associates

         (2     (1     4  

Profit on disposal on net assets held for sale

                       251  

Taxation

         (213     (246     (371

Attributable profit for the year

            501       556       721  

2.3 Assets and liabilities by business segment and geography

 

  

             
 
2014
$ million
  
  
     

 

2013

$ million

  

  

     

 

2012

$ million

  

  

Balance sheet

                            

Assets:

                

Advanced Surgical Devices

         5,368       3,684       3,518  

Advanced Wound Management

            1,761       1,848       1,776  

Operating assets by business segment

         7,129       5,532       5,294  

Unallocated corporate assets

            177       287       348  

Total assets

            7,306       5,819       5,642  

Liabilities:

                

Advanced Surgical Devices

         697       609       530  

Advanced Wound Management

            315       308       256  

Operating liabilities by business segment

         1,012       917       786  

Unallocated corporate liabilities

            2,254       855       972  

Total liabilities

            3,266       1,772       1,758  

LOGO

Smith & Nephew Annual report 2014            119


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

2 Business segment informationcontinued

Unallocated corporate assets and liabilities comprise the following:

      

 

2014

$ million

  

  

     

 

2013

$ million

  

  

     

 

2012

$ million

  

  

Deferred tax assets

     77       145       164  

Retirement benefit asset

     7       5       6  

Cash at bank

     93       137       178  

Unallocated corporate assets

     177       287       348  

Long-term borrowings

     1,666       347       430  

Retirement benefit obligations

     233       230       266  

Deferred tax liabilities

     98       50       61  

Bank overdrafts and loans due within one year

     39       44       38  

Current tax payable

     218       184       177  

Unallocated corporate liabilities

     2,254       855       972  
                      
      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Capital expenditure (including acquisitions)

                     

Advanced Surgical Devices

     2,045       327       188  

Advanced Wound Management

     73       124       839  
      2,118       451       1,027  

Capital expenditure segmentally allocated above comprises:

 

            
      

 

2014

$ million

  

  

     

 

2013

$ million

  

  

     

 

2012

$ million

  

  

Additions to property, plant and equipment

     298       242       197  

Additions to intangible assets

     77       98       68  

Capital expenditure (excluding business combinations)

     375       340       265  

Trade investments

     4                

Acquisitions – Goodwill

     844       53       73  

Acquisitions – Intangible assets

     833       53       662  

Acquisitions – Property, plant and equipment

     62       5       27  

Capital expenditure

     2,118       451       1,027  
                      
      

 

2014

$ million

  

  

     

 

2013

$ million

  

  

     

 

2012

$ million

  

  

Depreciation, amortisation and impairment

                     

Advanced Surgical Devices

     320       268       274  

Advanced Wound Management

     107       93       38  
      427       361       312  

120Smith & Nephew Annual report 2014


Amounts comprise depreciation of property, plant and equipment, amortisation of other intangible assets, impairment of investments and amortisation of acquisition intangibles and impairments as follows:

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Amortisation of acquisition intangibles

     129       88       43  

Depreciation of property, plant and equipment

     222       209       212  

Impairment of property, plant and equipment

     14                

Impairment of goodwill and investments

                   6  

Amortisation of other intangible assets

     62       64       51  
      427       361       312  

$14m impairments were recognised within operating profit in 2014 (2013 – $nil, 2012 – $6m, recognised within the administrative expenses line). In 2014, the impairment was segmentally allocated to Advanced Wound Management (2012: Advanced Surgical Devices).

Geographic

   

  

             
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Assets by geographic location

                     

United States

         3,104       2,086  

United Kingdom

         379       255  

Other Established Markets

         1,101       902  

Emerging & International Markets

            198       170  

Non-current operating assets by geographic location

            4,782       3,413  

United States

         1,104       1,121  

United Kingdom

         234       288  

Other Established Markets

         706       486  

Emerging & International Markets

            303       224  

Current operating assets by geographic location

            2,347       2,119  

Unallocated corporate assets (see page 120)

            177       287  

Total assets

            7,306       5,819  

2.4 Other business segment information

 

            
      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Other significant expenses recognised within operating profit

            

Advanced Surgical Devices

     106       51       57  

Advanced Wound Management

     71       38       19  
      177       89       76  

 

The $177m incurred in 2014 relates to $61m restructuring and rationalisation expenses and $118m acquisition related costs and a net $2m credit related to legal and other (2013 – $58m relates to restructuring and rationalisation expenses and $31m acquisition related costs, 2012 – $65m relates to restructuring and rationalisation expenses and $11m acquisition related costs).

 

   

      
 
2014
numbers
  
  
     
 
2013
numbers
  
  
     
 
2012
numbers
  
  

Average number of employees

                     

Advanced Surgical Devices

     9,273       7,066       7,194  

Advanced Wound Management

     4,195       3,970       3,283  
      13,468       11,036       10,477  

LOGO

Smith & Nephew Annual report 2014            121


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

3 Operating profit

ACCOUNTING POLICIES

Research and development

Research expenditure is expensed as occurred. Internal development expenditure is only capitalised if the recognition criteria in IAS 38Intangible Assets have been satisfied. The Group considers that the regulatory, technical and market uncertainties inherent in the development of new products mean that in most cases development costs should not be capitalised as intangible assets until products receive approval from the appropriate regulatory body.

Payments to third parties for research and development projects are accounted for based on the substance of the arrangement. If the arrangement represents outsourced research and development activities the payments are generally expensed except in limited circumstances where the respective development expenditure would be capitalised under the principles established in IAS 38. By contrast, the payments are capitalised if the arrangement represents consideration for the acquisition of intellectual property developed at the risk of the third party.

Capitalised development expenditures are amortised on a straight-line basis over their useful economic lives from product launch.

Advertising costs

Expenditure on advertising costs is expensed as incurred.

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Revenue

     4,617       4,351       4,137  

Cost of goods sold (i)(ii)

     (1,162     (1,100     (1,070

Gross profit

     3,455       3,251       3,067  

Research and development expenses

     (235     (231     (171

Selling, general and administrative expenses:

            

Marketing, selling and distribution expenses

     (1,670     (1,535     (1,440

Administrative expenses (iii) (iv) (v) (vi)

     (801     (675     (610
      (2,471     (2,210     (2,050

Operating profit

     749       810       846  

 

(i)      2014 includes $12m of restructuring and rationalisation expenses (2013 – $12m, 2012 – $3m).

(ii)     2014 includes $23m of acquisition-related costs (2013 – $5m, 2012 – $nil).

(iii)    2014 includes $62m of amortisation of other intangible assets (2013 – $64m, 2012 – $51m).

(iv)    2014 includes $49m of restructuring and rationalisation expenses and $129m of amortisation of acquisition intangibles (2013 – $46m of restructuring and rationalisation expenses and $88m of amortisation of acquisition intangibles, 2012 – $62m of restructuring and rationalisation expenses and $43m of amortisation of acquisition intangibles).

(v)     2014 includes $2m credit relating to legal and other exceptionals (2013 – $nil, 2012 – $nil).

(vi)    2014 includes $95m of acquisition-related costs (2013 – $26m, 2012 – $11m).

 

Note that items detailed in (i), (ii), (iv), (v) and (vi) are excluded from the calculation of trading profit.

 

Operating profit is stated after charging the following items:

 

       

       

       

       

       

      

  

  

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Amortisation of acquisition intangibles

     129       88       43  

Amortisation of other intangible assets

     62       64       51  

Impairment of goodwill and investments

                   6  

Depreciation of property, plant and equipment

     222       209       212  

Loss on disposal of property, plant and equipment and software

     25       23       12  

Minimum operating lease payments for land and buildings

     38       32       29  

Minimum operating lease payments for other assets

     18       19       21  

Advertising costs

     96       91       74  

122Smith & Nephew Annual report 2014


3.1 Staff costs

Staff costs during the year amounted to:

      Notes       
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Wages and salaries

         1,237       998       886  

Social security costs

         127       106       97  

Pension costs (including retirement healthcare)

     18       17       72       72  

Share-based payments

     23       32       28       34  
             1,413       1,204       1,089  

3.2 Audit Fees – information about the nature and cost of services provided by auditors

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Audit services: Group accounts

     2       1       1  

Other services:

            

    Local statutory audit pursuant to legislation

     1       2       2  

Taxation services:

            

    Compliance services

     1       2       1  

    Advisory services

     1       1       1  

Total auditors’ remuneration

     5       6       5  

Arising:

            

    In the UK

     3       3       2  

    Outside the UK

     2       3       3  
      5       6       5  

3.3 Acquisition related costs

Acquisition related costs of $118m (2013 – $31m, 2012 – $11m) were incurred within operating profit in the twelve month period to 31 December 2014. These costs relate to professional and adviser fees and integration costs in connection with the acquisitions of ArthroCare and the distributor in Brazil completed in 2014, the acquisitions in Turkey, Brazil and India during 2013 and the acquisition of Healthpoint Biotherapeutics completed in 2012. In addition, $7m of debt-related acquisition costs were incurred in the year.

3.4 Restructuring and rationalisation expenses

Restructuring and rationalisation costs of $61m (2013 – $58m, 2012 – $65m) were incurred in the twelve month period to 31 December 2014. These related mainly to charges of $49m (2013 – $nil, 2012 – $nil) incurred in relation to the Group Optimisation programme announced in May 2014. Charges of $12m (2013 – $58m, 2012 – $65m) were also incurred relating to people costs and contract termination costs associated with the structural and process changes announced in August 2011.

3.5 Legal and other

The legal and other net credit within operating profit of $2m (2013 – $nil, 2012 – $251m) relates to a settlement credit and past service gain on the closure of the US Pension Plan of $46m and a gain on the disposal of a UK manufacturing facility of $9m, offset by a charge of $25m relating to the likely costs of a distribution hold on RENASYS in the US pending new regulatory approvals, and a charge of $28m relating to the HP802 programme which was stopped in the fourth quarter.

In 2012, a profit on disposal of $251m was recorded relating to the disposal of our Clinical Therapies business.

LOGO

Smith & Nephew Annual report 2014            123


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

4 Interest and other finance costs

4.1 Interest receivable/(payable)

             

 

2014

$ million

  

  

     

 

2013

$ million

  

  

     

 

2012

$ million

  

  

Interest receivable

         13       14       11  

Interest payable:

                

Bank borrowings

         (19     (8     (7

Private placement notes

         (14              

Other

            (2     (2     (2
             (35     (10     (9

Net interest (payable)/receivable

            (22     4       2  

4.2 Other finance costs

 

                
      Notes       
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Retirement benefit net interest expense

     18       (10     (11     (11

Other

            (1              

Other finance costs

            (11     (11     (11

Foreign exchange gains or losses recognised in the income statement arose primarily on the translation of intercompany and third party borrowings and amounted to a net $21m gain in 2014 (2013 – net $1m gain, 2012 – net $5m loss). These amounts were fully matched in the income statement by the fair value gains or losses on currency swaps (carried at fair value through profit and loss) held to manage this currency risk.

5 Taxation

ACCOUNTING POLICY

The charge for current taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

The Group operates in multiple tax jurisdictions around the world and records provisions for taxation liabilities and tax audits when it is considered probable that a tax charge will arise and the amount can be reliably estimated. Although Group policy is to submit its tax returns to the relevant tax authorities as promptly as possible, at any time the Group has un-agreed years outstanding and is involved in disputes and tax audits. Significant issues may take many years to resolve. In estimating the probability and amount of any tax charge, management takes into account the views of internal and external advisers and updates the amount of the provision whenever necessary. The ultimate tax liability may differ from the amount provided depending on interpretations of tax law, settlement negotiations or changes in legislation.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for: temporary differences related to investments in subsidiaries and associates where the Group is able to control the timing of the reversal of the temporary difference and it is probable that this will not reverse in the foreseeable future; on the initial recognition of non-deductible goodwill; and on the initial recognition of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, does not affect the accounting or taxable profit.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used.

Deferred tax assets are reviewed at each reporting date.

Deferred tax is measured on an undiscounted basis, and at the tax rates that have been enacted or substantively enacted by the reporting date that are expected to apply in the periods in which the asset or liability is settled. It is recognised in the income statement except when it relates to items credited or charged directly to other comprehensive income or equity, in which case the deferred tax is also recognised within other comprehensive income or equity respectively.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority, when the Group intends to settle its current tax assets and liabilities on a net basis and that authority permits the Group to make a single net payment.

124Smith & Nephew Annual report 2014


5.1 Taxation charge attributable to the Group

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Current taxation:

            

UK corporation tax at 21.5% (2013 – 23.3%, 2012 – 24.5%)

     39       50       53  

Overseas tax

     235       229       248  

Current income tax charge

     274       279       301  

Adjustments in respect of prior periods

     (6     (5     (17

Total current taxation

     268       274       284  

Deferred taxation:

            

Origination and reversal of temporary differences

     (52     (23     88  

Changes in tax rates

            (4     (3

Adjustments to estimated amounts arising in prior periods

     (3     (1     2  

Total deferred taxation

     (55     (28     87  

Total taxation as per the income statement

     213       246       371  

Deferred taxation in other comprehensive income

     (19     16       (20

Deferred taxation in equity

            (3       

Taxation attributable to the Group

     194       259       351  

The tax charge was reduced by $71m as a consequence of restructuring and rationalisation expenses, amortisation of acquisition intangibles and acquisition related costs and legal and other. In 2013, the tax charge was reduced by $40m as a consequence of restructuring and rationalisation expenses, amortisation of acquisition intangibles and acquisition related costs. In 2012, the tax charge was increased by $82m as a consequence of restructuring and rationalisation expenses, amortisation of acquisition intangibles and legal provision.

The applicable tax for the year is based on the UK standard rate of corporation tax of 21.5% (2013 – 23.3%, 2012 – 24.5%). Overseas taxation is calculated at the rates prevailing in the respective jurisdictions. The average effective tax rate differs from the applicable rate as follows:

      
 
2014
%
  
  
     
 
2013
%
  
  
     
 
2012
%
  
  

UK standard rate

     21.5       23.3       24.5  

Non-deductible/non-taxable items

     0.5       (1.0     0.4  

Prior year items

     (1.2     (0.5     (1.3

Tax losses incurred not relieved

     1.6       0.9       0.8  

Overseas income taxed at other than UK standard rate

     7.5       7.8       9.3  

Total effective tax rate

     29.9       30.5       33.7  

The enacted UK tax rate applicable from 1 April 2014 is 21%. The UK Government have enacted legislation to reduce the tax rate to 20% from 1 April 2015.

LOGO

Smith & Nephew Annual report 2014            125


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

5 Taxationcontinued

5.2 Deferred taxation

Movements in the main components of deferred tax assets and liabilities were as follows:

      
 
 
 
Accelerated
tax
deprecation
$ million
  
  
  
  
     
 
Intangibles
$ million
  
  
     
 
 
 
Retirement
benefit
obligation
$ million
  
  
  
  
     
 
Macrotexture
$ million
  
  
     
 
 
 
 
Inventory,
provisions
and other
differences
$ million
  
  
  
  
  
     
 
Total
$ million
  
  

At 1 January 2013

     (90     (28     87       52       82       103  

Exchange adjustment

            1                     (5     (4

Movement in income statement – current year

     (3     5       (3            28       27  

Movement in income statement – prior years

     2       (1                          1  

Movement in other comprehensive income

                   (16                   (16

Charge to equity

                                 3       3  

Acquisition

                                 (19     (19

Transfers

            1                     (1       

At 31 December 2013

     (91     (22     68       52       88       95  

Exchange adjustment

     2       1       (2            (10     (9

Movement in income statement – current year

     18       16       (18            36       52  

Movement in income statement – prior years

     1       (1                   3       3  

Movement in other comprehensive income

                   22              (3     19  

Acquisition

            (220                   39       (181

At 31 December 2014

     (70     (226     70       52       153       (21

Represented by:

 

                        

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Deferred tax assets

     77       145  

Deferred tax liabilities

     (98     (50

Net position at 31 December

     (21     95  

The Group has unused tax losses of $92m (2013 – $31m) available for offset against future profits. A deferred tax asset has been recognised in respect of $47m (2013 – $3m) of these losses. No deferred tax asset has been recognised on the remaining unused tax losses as they are not expected to be realised in the foreseeable future. The aggregate amount of temporary differences in respect of investments in subsidiaries and associates for which deferred tax liabilities have not been recognised is approximately $449m (2013 – $nil).

126Smith & Nephew Annual report 2014


6 Earnings per ordinary share

ACCOUNTING POLICIES

Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders by the weighted average number of Ordinary shares in issue during the year, excluding shares held by the Company in the Employees’ Share Trust or as treasury shares.

Adjusted earnings per share

Adjusted earnings per share is a trend measure, which presents the long-term profitability of the Group excluding the impact of specific transactions that management considers affects the Group’s short-term profitability. The Group presents this measure to assist investors in their understanding of trends. Adjusted attributable profit is the numerator used for this measure. The Group has identified the following items as those to be excluded when arriving at adjusted attributable profit: acquisition and disposal related items including amortisation of acquisition intangible assets and impairments; significant restructuring events; significant gains and losses arising from legal disputes and significant uninsured losses; and taxation thereon.

The calculations of the basic, diluted and adjusted earnings per ordinary share are based on the following attributable profit and numbers of shares:

             
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Earnings

                            

Attributable profit for the year

            501       556       721  

Adjusted attributable profit (see below)

            743       693       671  

 

Attributable profit is reconciled to adjusted attributable profit as follows:

 

  

      Notes       
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Attributable profit for the year

         501       556       721  

Acquisition-related costs

     3       125       31       11  

Restructuring and rationalisation expenses

     3       61       58       65  

Amortisation of acquisition intangibles and impairments

     9       129       88       43  

Profit on disposal of net assets held for sale

     3                     (251

Legal and other

     3       (2              

Taxation on excluded items

     5       (71     (40     82  

Adjusted attributable profit

            743       693       671  

 

The numerators used for basic and diluted earnings per ordinary share are the same. The denominators used for all categories of earnings for basic and diluted earnings per ordinary share are as follows:

 

   

             2014       2013       2012  

Number of shares (millions)

                            

Basic weighted number of shares

         893       901       897  

Dilutive impact of share options outstanding

            6       5       4  

Diluted weighted average number of shares

            899       906       901  

Earnings per ordinary share

                            

Basic

         56.1¢       61.7¢       80.4¢  

Diluted

         55.7¢       61.4¢       80.0¢  

Adjusted: Basic

         83.2¢       76.9¢       74.8¢  

Adjusted: Diluted

            82.6¢       76.5¢       74.5¢  

There were no share options which were not included in the diluted EPS calculation because they were non-dilutive in the period (2013 – 0.5m, 2012 – 8.2m).

LOGO

Smith & Nephew Annual report 2014            127


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

7 Property, plant and equipment

ACCOUNTING POLICIES

Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated. The estimated useful lives of items of property, plant and equipment is 3–20 years and for buildings is 20–50 years.

Assets in course of construction are not depreciated until they are available for use.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Finance costs relating to the purchase or construction of property, plant and equipment and intangible assets that take longer than one year to complete are capitalised based on the Group weighted average borrowing costs. All other finance costs are expensed as incurred.

Impairment of assets

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which it belongs.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value-in-use. In assessing value-in-use, its estimated future cash flow is discounted to its present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset.

128Smith & Nephew Annual report 2014


      Land and buildings         Plant and equipment    Assets in         
      
 
Freehold
$ million
  
  
     
 
Leasehold
$ million
  
  
       
 
Instruments
$ million
  
  
     
 
Other
$ million
  
  
  
 
 
course of
construction
$ million
  
  
  
     
 
Total
$ million
  
  

Cost

                                         

At 1 January 2013

     143       52        1,042       919    73       2,229  

Exchange adjustment

     1       (1      (16     6           (10

Acquisitions (see Note 21)

            1        2       2           5  

Additions

     2       1        139       23    77       242  

Disposals

     (3             (102     (80  (2     (187

Transfers

                            68    (68       

At 31 December 2013

     143       53        1,065       938    80       2,279  

Exchange adjustment

     (4     (1      (68     (35  (2     (110

Acquisitions (see Note 21)

     11       4        9       17    21       62  

Additions

                    158       57    83       298  

Disposal of business

                           (12         (12

Disposals

     (2     (3      (108     (40  (4     (157

Transfers

     1       1         4       38    (44       

At 31 December 2014

     149       54         1,060       963    134       2,360  

Depreciation and impairment

                                         

At 1 January 2013

     46       29        738       623           1,436  

Exchange adjustment

     (1     (1      (10     5           (7

Charge for the year

     1       3        135       70           209  

Disposals

     (3              (99     (73         (175

At 31 December 2013

     43       31        764       625           1,463  

Exchange adjustment

     (2             (50     (24         (76

Charge for the year

     5       4        137       76           222  

Impairment

                           3    11       14  

Disposal of business

                           (7         (7

Disposals

     (1     (3       (107     (36         (147

At 31 December 2014

     45       32         744       637    11       1,469  

Net book amounts

                                         

At 31 December 2014

     104       22         316       326    123       891  

At 31 December 2013

     100       22         301       313    80       816  

Land and buildings includes land with a cost of $20m (2013 – $15m) that is not subject to depreciation. Assets held under finance leases with a net book amount of $8m (2013 – $10m) are included within land and buildings.

The impairment charge in the year relates to certain assets which related to the production of HP802, which the Group has decided not to continue.

Historically, capital expenditure represents the Group’s expected annual investment in property, plant and equipment and other intangible assets. This varies between 6% and 8% (2013 – 6% and 8%) of annual revenue.

Group capital expenditure relating to property, plant and equipment contracted but not provided for amounted to $27m (2013 – $20m).

The amount of borrowing costs capitalised in 2014 and 2013 was minimal.

LOGO

Smith & Nephew Annual report 2014            129


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

8 Goodwill

ACCOUNTING POLICY

Goodwill is not amortised but is reviewed for impairment annually. Goodwill is allocated to the cash-generating unit (‘CGU’) that is expected to benefit from the acquisition. The recoverable amount of CGUs to which goodwill has been allocated is tested for impairment annually. The CGUs, monitored by management, are at the business segment level, Advanced Surgical Devices and Advanced Wound Management.

If the recoverable amount of the cash-generating unit is less than its carrying amount then an impairment loss is determined to have occurred. Any impairment losses that arise are recognised immediately in the income statement and are allocated first to reduce the carrying amount of goodwill and then to the carrying amounts of the other assets of the CGU.

In carrying out impairment reviews of goodwill a number of significant assumptions have to be made when preparing cash flow projections. These include the future rate of market growth, discount rates, the market demand for the products acquired, the future profitability of acquired businesses or products, levels of reimbursement and success in obtaining regulatory approvals. If actual results should differ, or changes in expectations arise, impairment charges may be required which would adversely impact operating results.

   Notes   

 

2014

$ million

  

  

 

 

2013

$ million

  

  

Cost

          

At 1 January

 1,256   1,186  

Exchange adjustment

 (73 17  

Acquisitions (i)

  21   844   53  

At 31 December

     2,027   1,256  

Impairment

          

At 1 January and 31 December

          

Net book amounts

     2,027   1,256  

(i)    2013 includes an adjustment of $16m following the finalisation of the Healthpoint acquisition balance sheet.

      

Each of the Group’s business segments represent a CGU and include goodwill as follows:

 

  

   
      

 

2014

$ million

  

  

 

 

2013

$ million

  

  

Advanced Surgical Devices

 1,686   918  

Advanced Wound Management

     341   338  
      2,027   1,256  

In September 2014 and 2013 impairment reviews were performed by comparing the recoverable amount of each CGU with its carrying amount, including goodwill. These are updated during December, taking into account significant events that occurred between September and December.

For each CGU, the recoverable amounts are based on value-in-use which is calculated from pre-tax cash flow projections for five years using data from the Group’s budget and strategic planning process, the results of which are reviewed and approved by the Board. These projections exclude any estimated future cash inflows or outflows expected to arise from future restructurings. The five-year period is in-line with the Group’s strategic planning process.

The calculation of value-in-use for the identified CGUs is most sensitive to discount and growth rates as set out below:

The discount rate reflects management’s assessment of risks specific to the assets of each CGU. The pre-tax discount rate used in the Advanced Surgical Devices business is 10% (2013 – 10%) and for the Advanced Wound Management business it is 11% (2013 – 10%).

In determining the growth rate used in the calculation of the value-in-use, the Group considered annual revenue growth. Projections are based on anticipated volume and value growth in the markets served by the Group and assumptions as to market share movements. Each year the projections for the previous year are compared to actual results and variances are factored into the assumptions used in the current year. Revenue growth rates for the five-year period for the Advanced Surgical Devices business franchises vary from 2% to 15% (2013 – 1% to 20%) and for the Advanced Wound Management business franchises from 4% to 19% (2013 – 2% to 22%).

130Smith & Nephew Annual report 2014


Specific considerations and strategies taken into account in determining the sales growth and trading profit margin for each CGU are:

Advanced Surgical Devices – Management intends to deliver growth through continuing to focus on widening access to the customer, strengthening our portfolio and global presence, innovative product development and through continuing to make efficiency improvements

Advanced Wound Management – Management intends to develop this CGU by focusing on widening access to the customer, the higher added value sectors of healing chronic wounds and tissue repair using bioactives, and by continuing to improve efficiency.

Following the detailed first 5 years, management has used an unchanged size of the market and Group’s share thereof in the pre-tax cash flows used to calculate the terminal value of both the Advanced Surgical Devices business (2013 – increase at 3% per year) and Advanced Wound Management businesses (2013 – increase at 5% per year), which were considered to be the Group’s CGUs in 2014.

Management has considered the following sensitivities:

Growth of market and market share – Management has considered the impact of a variance in market growth and market share. The value-in-use calculation shows that if the assumed long-term growth rate was reduced to nil, the recoverable amount of all of the CGUs independently would still be greater than their carrying values

Discount rate – Management has considered the impact of an increase in the discount rate applied to the calculation. The value-in-use calculation shows that for the recoverable amount of the CGU to be less than its carrying value, the discount rate would have to be increased to 28% (2013 – 33%) for the Advanced Surgical Devices business and 17% (2013 – 65%) for the Advanced Wound Management business.

9 Intangible assets

ACCOUNTING POLICIES

Intangible assets

Intangible assets acquired separately from a business combination (including purchased patents, know-how, trademarks, licences and distribution rights) are initially measured at cost. The cost of intangible assets acquired in a material business combination (referred to as acquisition intangibles) is the fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are amortised on a straight-line basis over their estimated useful economic lives. The estimated useful economic life of an intangible asset ranges between three and 20 years depending on its nature. Internally generated intangible assets are expensed in the income statement as incurred.

Purchased computer software and certain costs of information technology projects are capitalised as intangible assets. Software that is integral to computer hardware is capitalised as plant and equipment.

Impairment of intangible assets

The carrying values of intangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which it belongs.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value-in-use. In assessing value-in-use, its estimated future cash flow is discounted to its present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset.

In carrying out impairment reviews of intangible assets a number of significant assumptions have to be made when preparing cash flow projections. These include the future rate of market growth, discount rates, the market demand for the products acquired, the future profitability of acquired businesses or products, levels of reimbursement and success in obtaining regulatory approvals. If actual results should differ, or changes in expectations arise, impairment charges may be required which would adversely impact operating results.

LOGO

Smith & Nephew Annual report 2014            131


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

9 Intangible assetscontinued

      
 
 
Acquisition
intangibles
$ million
  
  
  
     

 

Software

$ million

  

  

     
 
 
Distribution
rights
$ million
  
  
  
     
 
 
 
Patents &
Intellectual
property
$ million
  
  
  
  
     
 
Total
$ million
  
  

Cost

                                   

At 1 January 2013

     1,109       205       43       176       1,533  

Exchange adjustment

     3                            3  

Acquisitions

     53                            53  

Additions

            53       27       18       98  

Disposals

            (29                   (29

At 31 December 2013

     1,165       229       70       194       1,658  

Exchange adjustment

     (44     (11            (2     (57

Acquisitions (ii)

     830       3                     833  

Additions

            49       5       23       77  

Disposals

            (3                   (3

At 31 December 2014

     1,951       267       75       215       2,508  

Amortisation and impairment

                                   

At 1 January 2013

     283       91       27       68       469  

Exchange adjustment

     1                            1  

Charge for the year

     88       31       14       19       152  

Disposals

            (18                   (18

At 31 December 2013

     372       104       41       87       604  

Exchange adjustment

     (27     (3            (2     (32

Charge for the year

     129       31       10       21       191  

Disposals

            (2                   (2

At 31 December 2014

     474       130       51       106       761  

Net book amounts

                                   

At 31 December 2014

     1,477       137       24       109       1,747  

At 31 December 2013 (i)

     793       125       29       107       1,054  

(i)The majority of this balance relates to product rights acquired with Healthpoint Biotherapeutics.

(ii)The majority of this balance relates to technology and product rights acquired with ArthroCare Corp, which are being amortised over 6-20 years. See Note 21.

Group capital expenditure relating to software contracted but not provided for amounted to $7m (2013 – $21m).

The carrying values of acquisition intangibles are reviewed for impairment and it was noted that an intangible asset relating to a distribution agreement for a brand within our US Advanced Wound Management business had headroom which was highly sensitive to management’s estimate of future related earnings growth. Changes in those assumptions of either a decrease in the medium term growth rate from 4% to 1% or an increase in the discount rate of 1% to 11.1% would give rise to a $3 million impairment.

132Smith & Nephew Annual report 2014


10 Investments

ACCOUNTING POLICY

Investments, other than those related to associates, are initially recorded at fair value plus any directly attributable transaction costs on the trade date. The Group has an investment in an entity that holds mainly unquoted equity securities, which by their very nature have no fixed maturity date or coupon rate. The investment is classed as ‘available-for-sale’ and carried at fair value. The fair value of the investment is based on the underlying fair value of the equity securities: marketable securities are valued by reference to closing prices in the market;non-marketable securities are estimated considering factors including the purchase price, prices of recent significant private placements of securities of the same issuer and estimates of liquidation value. Changes in fair value are recognised in other comprehensive income except where management considers that there is objective evidence of an impairment of the underlying equity securities. Objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost less any impairment loss previously recognised. Impairment losses are recognised by reclassifying the losses accumulated in other reserves to profit or loss.

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

At 1 January

     2       2  

Additions

     4         

Distribution

     (1      

At 31 December

 5   2  

11 Investments in associates

ACCOUNTING POLICY

Investments in associates, being those entities over which the Group has a significant influence and which is neither a subsidiary nor a joint venture, are accounted for using the equity method, with the Group recording its share of the associate’s profit and loss and other comprehensive income. The Group’s share of associates profit or loss is included in one separate income statement line and is calculated after deduction of their respective taxes.

At 31 December 2014 and 31 December 2013, the Group holds 49% of Bioventus LLC (‘Bioventus’). Bioventus is a limited liability company operating as a partnership. The Company’s headquarters is located in Durham, North Carolina, US. Bioventus focuses its medical product development around its core competencies of orthobiologic therapies and orthopaedic diagnostics from which it develops and markets clinically proven orthopaedic therapies and diagnostic tools, including osteoarthritis pain treatments, bone growth stimulators and ultrasound devices. Bioventus sells bone stimulation devices and is a provider of osteoarthritis injection therapies. The loss after taxation recognised in the income statement relating to Bioventus was $2m (2013 – loss after taxation $2m).

The carrying amount of this investment was reviewed for impairment as at the balance sheet date. For the purposes of impairment testing the recoverable amount of this investment was based on its fair value less cost to sell, estimated using discounted cash flows. The fair value measurement was categorised as a level 3 fair value based on the inputs and valuation technique used.

In addition to its 49% ownership interest in Bioventus, the Group held a senior secured five year loan note with Bioventus. The loan note was created in May 2012 with a principal amount of $160m and an annual coupon rate of LIBOR plus 5%. In October 2014, the loan note of $160 million plus $28m of accrued interest was repaid by Bioventus following a successful external refinancing. The Group continues to hold 49% of investor equity in Bioventus.

The amount recognised in the balance sheet and income statement for associates are as follows:

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Balance sheet

     112       107  

Income statement loss

     (2     (1

LOGO

Smith & Nephew Annual report 2014            133


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

11 Investments in associatescontinued

Summarised financial information for associates

Set out below is the summarised financial information for Bioventus, adjusted for differences with Group accounting policies:

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Summarised balance sheet

        

Non-current assets

     339       315  

Current assets

     90       129  

Non-current liabilities

     (220     (194

Current liabilities

     (48     (59

Net assets

     161       191  

Group’s share of net assets at 49%

     79       93  

Group adjustments (i)

 26   14  

Group’s carrying amount of investment at 49%

 105   107  

    

Summarised statement of comprehensive income

      

Revenue

 242   231  

Attributable loss for the year

 (5 (4

Total comprehensive loss

 (5 (4

Group share of loss for the year at 49%

 (2 (2

(i) Group adjustments primarily relate to an adjustment to align the useful life of intangible assets with Group policy.

At December 2014, the Group holds equity investments in two other associates (2013 – none) which are immaterial. The Group’s aggregate carrying amount of these investments at 31 December 2014 is $7m (2013 – nil) and the Group’s aggregate share of profits from these investments was $nil (2013 – nil). The Group’s share of loss in 2013 includes a gain of $1m from two Austrian associates. The Group disposed of the Austrian associates during the year ended 31 December 2013.

12 Inventories

ACCOUNTING POLICY

Finished goods and work-in-progress are valued at factory cost, including appropriate overheads, on a first-in first-out basis. Raw materials and bought-in finished goods are valued at purchase price. All inventories are reduced to net realisable value where lower than cost. Inventory acquired as part of a business acquisition is valued at selling price less costs of disposal and a profit allowance for selling efforts.

Orthopaedic instruments are generally not sold but provided to customers and distributors for use in surgery. They are recorded as inventory until they are deployed at which point they are transferred to plant and equipment and depreciated over their useful economic lives of between three and five years.

A feature of the orthopaedic business is the high level of product inventory required, some of which is located at customer premises and is available for customers’ immediate use (referred to as consignment inventory). Complete sets of product, including large and small sizes, have to be made available in this way. These outer sizes are used less frequently than standard sizes and towards the end of the product life cycle are inevitably in excess of requirements. Adjustments to carrying value are therefore required to be made to orthopaedic inventory to anticipate this situation. These adjustments are calculated in accordance with a formula based on levels of inventory compared with historical or forecast usage. This formula is applied on an individual product line basis and is first applied when a product group has been on the market for two years. This method of calculation is considered appropriate based on experience but it involves management judgements on effectiveness of inventory deployment, length of product lives, phase-out of old products and efficiency of manufacturing planning systems.

      
 
2014
$ million
  
  
     

 

2013

$ million

  

  

     
 
2012
$ million
  
  

Raw materials and consumables

     214       151       138  

Work-in-progress

     82       72       45  

Finished goods and goods for resale

     885       783       718  
 1,181   1,006   901  

Reserves for excess and obsolete inventories were $317m (2013 – $354m, 2012 – $332m). The decrease in reserves of $37m in the year comprised releases of $29m, inventory write-offs of $4m and foreign exchange movements of $4m.

The cost of inventories recognised as an expense and included in cost of goods sold amounted to $1,013m (2013 – $958m, 2012 – $906m). In addition, $55m was recognised as an expense within cost of goods sold resulting from inventory write offs (2013 – $73m, 2012 – $84m).

Notwithstanding inventory acquired within acquisitions, no inventory is carried at fair value less costs to sell in any year.

134Smith & Nephew Annual report 2014


13 Trade and other receivables

ACCOUNTING POLICY

Trade and other receivables are carried at amortised cost, less any allowances for uncollectible amounts. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.

The Group manages credit risk through credit limits which require authorisation commensurate with the size of the limit and which are regularly reviewed. Credit limit decisions are made based on available financial information and the business case. Significant receivables are regularly reviewed and monitored at Group level. The Group has no significant concentration of credit risk, with exposure spread over a large number of customers and geographies. Furthermore the Group’s principal customers are backed by government and public or private medical insurance funding, which historically represent a lower risk of default. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable. The Group does not hold any collateral as security.

           

 

2014

$ million

  

  

     

 

2013

$ million

  

  

     

 

2012

$ million

  

  

Trade receivables

         1,015       992       964  

Less: provision for bad and doubtful debts

          (47     (57     (49

Trade receivables – net (loans and receivables)

         968       935       915  

Derivatives – forward foreign exchange contracts

         49       28       12  

Other receivables

         51       60       65  

Prepayments and accrued income

          98       90       73  
           1,166       1,113       1,065  
Management considers that the carrying amount of trade and other receivables approximates to the fair value.  
The provision for bad and doubtful debts is based on specific assessments of risk and reference to past default experience. The bad debt credit for the year was $4m (2013 – expense $15m, 2012 – expense $16m). Amounts due from insurers in respect of the macro textured claim of $143m (2013 – $138m, 2012 – $137m) are included within other receivables and have been provided in full.    

The amount of trade receivables that were past due were as follows:

 

  

           

 

2014

$ million

  

  

     

 

2013

$ million

  

  

     

 

2012

$ million

  

  

Past due not more than three months

         181       206       225  

Past due more than three months and not more than six months

         49       52       52  

Past due more than six months and not more than one year

         51       61       52  

Past due more than one year

          42       70       80  
         323       389       409  

Neither past due nor impaired

         692       603       555  

Provision for bad and doubtful debts

          (47     (57     (49

Trade receivables – net (loans and receivables)

          968       935       915  

 

Movements in the provision for bad and doubtful debts were as follows:

 

  

At 1 January

         57       49       36  

Exchange adjustment

         (4     1         

Net receivables (provision released)/provided for during the year

         (4     15       16  

Utilisation of provision

          (2     (8     (3

At 31 December

          47       57       49  

 

Trade receivables include amounts denominated in the following major currencies:

 

  

           

 

2014

$ million

  

  

     

 

2013

$ million

  

  

     

 

2012

$ million

  

  

US Dollar

         353       293       258  

Sterling

         92       103       100  

Euro

         225       271       276  

Other

          298       268       281  

Trade receivables – net (loans and receivables)

          968       935       915  

LOGO

Smith & Nephew Annual report 2014            135


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

14 Trade and other payables

           

 

2014

$ million

  

  

     

 

2013

$ million

  

  

Trade and other payables due within one year

                   

Trade and other payables

         807       751  

Derivatives – forward foreign exchange contracts

         21       20  

Acquisition consideration

          10       14  
           838       785  

Other payables due after one year:

                   

Acquisition consideration

         23       7  

Other payables

          21         
           44       7  

 

The acquisition consideration due after more than one year is expected to be payable as follows: $5m in 2016, $8m in 2017 and $10m in 2018 (2013 – $4m in 2015 and $3m in 2016).

 

15 Cash and borrowings

 

15.1 Net debt

 

Net debt comprises borrowings and credit balances on currency swaps less cash at bank.

 

  

  

  

  

           

 

2014

$ million

  

  

     

 

2013

$ million

  

  

Bank overdrafts and loans due within one year

         39       44  

Long-term bank borrowings

         541       347  

Private placement notes

          1,125         

Borrowings

         1,705       391  

Cash at bank

         (93     (137

Credit/(debit) balance on derivatives – currency swaps

          1       (1

Net debt

          1,613       253  

Borrowings are repayable as follows:

    

 
 
 

Within

one year or
on demand
$ million

  

  
  
  

     
 
 
 
Between
one and
two years
$ million
  
  
  
  
     
 
 
 
Between
two and
three years
$ million
  
  
  
  
     
 
 
 
Between
three and
four years
$  million
  
  
  
  
     
 
 
 
Between
four and
five years
$ million
  
  
  
  
     
 
 
After
five years
$ million
  
  
  
     

 

Total

$ million

  

  

At 31 December 2014:

                          

Bank loans

   9       400                     131              540  

Bank overdrafts

   28                                          28  

Finance lease liabilities

   2       2       2       3       3              12  

Private placement notes

                               125       1,000       1,125  
    39       402       2       3       259       1,000       1,705  

At 31 December 2013:

                          

Bank loans

   31       335                                   366  

Bank overdrafts

   11                                          11  

Finance lease liabilities

   2       2       2       2       3       3       14  
    44       337       2       2       3       3       391  

136Smith & Nephew Annual report 2014


15.2 Assets pledged as security

Assets are pledged as security under normal market conditions. Secured borrowings and pledged assets are as follows:

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Finance lease liabilities – due within one year

     2       2  

Finance lease liabilities – due after one year

     10       12  

Total amount of secured borrowings

     12       14  

Total net book value of assets pledged as security:

        

Property, plant and equipment

     8       10  
      8       10  

15.3 Currency swap analysis

All currency swaps are stated at fair value. Gross US Dollar equivalents of $279m (2013 – $146m) receivable and $280m (2013 – $145m) payable have been netted. Currency swaps comprise foreign exchange swaps and forward contracts and were used in 2014 and 2013 to hedge intragroup loans and other monetary items.

Currency swaps mature as follows:

At 31 December 2014
Amount receivable
$ million


Amount payable
Currency million

Within one year:

Canadian Dollar

14CAD 16

Chinese Renminbi

16CNY 100

Euro

17EUR 14

Hong Kong Dollar

3HKD 20

Japanese Yen

8JPY 950

Swedish Krona

SEK 3
58
At 31 December 2014
Amount receivable
Currency million


Amount payable
$ million

Within one year:

Australian Dollar

AUD 7864

Swiss Franc

CHF 2222

Euro

EUR 6276

Sterling

GBP 2640

Japanese Yen

JPY 2002

New Zealand Dollar

NZD 1814

Swedish Krona

SEK 3

Singapore Dollar

SGD 54
222

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Smith & Nephew Annual report 2014            137


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

15 Cash and borrowingscontinued

At 31 December 2013
Amount receivable
$ million


Amount payable

Currency million


Within one year:

Euro

28EUR 20

Japanese Yen

13JPY 1,315

Chinese Renminbi

17CNY 100

Sterling

11GBP 7
69
At 31 December 2013
Amount receivable
Currency million


Amount payable
$ million

Within one year:

New Zealand Dollar

NZD 97

Swiss Franc

CHF 1416

Swedish Krona

SEK 315

Australian Dollar

AUD 4136

Canadian Dollar

CAD 33

Sterling

GBP 610
77

15.4 Liquidity risk exposures

The Board has established a set of policies to manage funding and currency risks. The Group uses derivative financial instruments only to manage the financial risks associated with underlying business activities and their financing.

Liquidity risk is the risk that the Group is not able to settle or meet its obligations on time or at a reasonable price. The Group’s policy is to ensure that there is sufficient funding and facilities in place to meet foreseeable borrowing requirements. The Group manages and monitors liquidity risk through regular reporting of current cash and borrowing balances and periodic preparation and review of short and medium term cash forecasts, having regard to the maturities of investments and borrowing facilities.

The Group has available committed facilities of $2.5bn (2013 – $1.7bn). The interest payable on borrowings under committed facilities is either at fixed or floating rates. Floating rates are typically based on the LIBOR (or other reference rate) relevant to the term and currency concerned.

The Company is subject to restrictive covenants under its principal facility agreements. These financial covenants are tested at the end of each half year for the 12 months ending on the last day of the testing period. As of 31 December 2014, the Company was in compliance with these covenants. The facilities are also subject to customary events of default, none of which are currently anticipated to occur.

The Group’s principal facilities are:

FacilityDate due

$400 million syndicated, term loan facility

February 2016

$1.0 billion syndicated, revolving credit facility

March 2019

$80 million 2.47% Senior Notes

November 2019

$45 million Floating Rate Senior Notes

November 2019

$75 million 3.23% Senior Notes

January 2021

$190 million 2.97% Senior Notes

November 2021

$75 million 3.46% Senior Notes

January 2022

$50 million 3.15% Senior Notes

November 2022

$105 million 3.26% Senior Notes

November 2023

$100 million 3.89% Senior Notes

January 2024

$305 million 3.36% Senior Notes

November 2024

$25 million Floating Rate Senior Notes

November 2024

$75 million 3.99% Senior Notes

January 2026

138Smith & Nephew Annual report 2014


15.5 Year-end financial liabilities by contractual maturity

The table below analyses the Group’s year-end financial liabilities by contractual maturity date, including interest payments and excluding the impact of netting arrangements:

      
 
 
 
Within one
year or on
demand
$��million
  
  
  
  
   
 
 
 
Between
one and
two years
$ million
  
  
  
  
     
 
 
 
Between
two and
five years
$ million
  
  
  
  
     
 
 
After
five years
$ million
  
  
  
     
 
Total
$ million
  
  
At 31 December 2014                                 

Non-derivative financial liabilities:

                  

Bank overdrafts and loans

     37     400       131              568  

Trade and other payables

     807     21                     828  

Finance lease liabilities

     3     3       9              15  

Private placement notes

                 125       1,000       1,125  

Acquisition consideration

     10     13       10              33  

Derivative financial liabilities:

                  

Currency swaps/forward foreign exchange contracts – outflow

     1,811                          1,811  

Currency swaps/forward foreign exchange contracts – inflow

     (1,810                        (1,810
      858     437       275       1,000       2,570  
At 31 December 2013                                 

Non-derivative financial liabilities:

                  

Bank overdrafts and loans

     42     335                     377  

Trade and other payables

     751                          751  

Finance lease liabilities

     3     3       9       3       18  

Acquisition consideration

     14     4       3              21  

Derivative financial liabilities:

                  

Currency swaps/forward foreign exchange contracts – outflow

     1,734                          1,734  

Currency swaps/forward foreign exchange contracts – inflow

     (1,733                        (1,733
      811     342       12       3       1,168  

The amounts in the tables above are undiscounted cash flows, which differ from the amounts included in the balance sheet where the underlying cash flows have been discounted.

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Smith & Nephew Annual report 2014            139


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

15 Cash and borrowingscontinued

15.6 Finance leases

ACCOUNTING POLICY

Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the Group. All other leases are classified as operating leases.

The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Assets held under finance leases are capitalised as property, plant or equipment and depreciated accordingly. Minimum lease payments are apportioned between the finance expense and the reduction in the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Future minimum lease payments under finance leases together with the present value of the minimum lease payments are as follows:

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Within one year

     3       3  

After one and within two years

     3       3  

After two and within three years

     3       3  

After three and within four years

     3       3  

After four and within five years

     3       3  

After five years

            3  

Total minimum lease payments

     15       18  

Discounted by imputed interest

     (3     (4

Present value of minimum lease payments

     12       14  

Present value of minimum lease payments can be split out as: $2m (2013 – $2m) due within one year, $10m (2013 – $9m) due between one to five years and $nil (2013– $3m) due after five years.

16 Financial instruments and risk management

ACCOUNTING POLICY

Derivative financial instruments

Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value at subsequent balance sheet dates.

Changes in the fair value of derivative financial instruments that are designated and effective as cash flow hedges of forecast third party and intercompany transactions are recognised in other comprehensive income until the associated asset or liability is recognised. Amounts taken to other comprehensive income are transferred to the income statement in the period in which the hedged transaction affects profit and loss. Where the hedged item is the cost of a non-financial asset, the amounts taken to other comprehensive income are transferred to the initial carrying value of the asset.

Currency swaps to match foreign currency net assets with foreign currency liabilities are fair valued at year-end. Changes in the fair values of currency swaps that are designated and effective as net investment hedges are matched in other comprehensive income against changes in value of the related net assets.

Interest rate derivatives transacted to fix interest rates on floating rate borrowings are accounted for as cash flow hedges and changes in the fair values resulting from changes in market interest rates are recognised in other comprehensive income. Amounts taken to other comprehensive income are transferred to the income statement when the hedged transaction affects profit and loss.

Any ineffectiveness on hedging instruments and changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income statement within other finance income/(costs) as they arise.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised in other comprehensive income is retained there until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in other comprehensive income is transferred to the income statement for the period.

140Smith & Nephew Annual report 2014


16.1 Foreign exchange exposures

The Group operates in over 100 countries and as a consequence has transactional and translational foreign exchange exposure. It is Group policy for operating units not to hold material unhedged monetary assets or liabilities other than in their functional currencies.

Foreign exchange variations affect trading results in two ways. Firstly, on translation of overseas sales and profits into US Dollars and secondly, transactional exposures arising where some or all of the costs of sale are incurred in a different currency from the sale. The principal transactional exposures arise as the proportion of costs in US Dollars, Sterling and Swiss Francs exceed the proportion of sales in each of these currencies and correspondingly the proportion of sales in Euros exceeds the proportion of costs in Euros.

The impact of currency movements on the cost of purchases is partly mitigated by the use of forward foreign exchange contracts. The Group uses forward foreign exchange contracts, designated as cash flow hedges, to hedge forecast third party and intercompany trading cash flows for forecast foreign currency inventory purchases for up to one year. When a commitment is entered into, forward foreign exchange contracts are normally used to increase the hedge to 100% of the exposure. Cash flows relating to cash flow hedges are expected to occur within 12 months of inception and profits and losses on hedges are expected to enter into the determination of profit (within cost of goods sold) within a further 12-month period. The principal currencies hedged by forward foreign exchange contracts are US Dollars, Euros and Sterling. At 31 December 2014, the Group had contracted to exchange within one year the equivalent of $1.5bn (2013 – $1.6bn).

Based on the Group’s net borrowings as at 31 December 2014, if the US Dollar were to weaken against all currencies by 10%, the Group’s net borrowings would decrease by $6m (2013 – decrease by $2m) as the Group held a higher amount of foreign denominated cash than foreign denominated borrowings. In respect of borrowings held in a different currency to the relevant reporting entity, if the US Dollar were to weaken by 10% against all other currencies, the Group’s borrowings would increase by $1m (2013 – increase by $4m).

If the US Dollar were to weaken by 10% against all other currencies, then the fair value of the forward foreign exchange contracts as at 31 December 2014 would have been $37m lower (2013 – $34m). Similarly, if the Euro were to weaken by 10% against all other currencies, then the fair value of the forward foreign exchange contracts as at 31 December 2014 would have been $26m higher (2013 – $27m). Movements in the fair value of forward foreign exchange contracts would be recognised in other comprehensive income and accumulated in the hedging reserve.

A 10% strengthening of the US Dollar or Euro against all other currencies at 31 December 2014 would have had the equal but opposite effect to the amounts shown above, on the basis that all other variables remain constant.

The Group’s policy to hedge all actual foreign exchange exposures and the Group’s forward foreign exchange contracts are designated as cash flow hedges. The net impact of transaction related foreign exchange on the income statement from a movement in exchange rates on the value of forward foreign exchange contracts is not significant. In addition, the movements in the fair value of other financial instruments used for hedging such as currency swaps for which hedge accounting is not applied, offset movements in the values of assets and liabilities and are recognised through the income statement.

16.2 Interest rate exposures

The Group is exposed to interest rate risk on cash, borrowings and certain currency swaps which are all at floating rates. When required the Group uses interest rate derivatives to meet its objective of protecting borrowing costs within parameters set by the Board. Interest rate derivatives are accounted for as cash flow hedges and, as such, changes in fair value resulting from changes in market interest rates are recognised in other comprehensive income and accumulated in the hedging reserve, with the fair value of the interest rate derivatives recorded in the balance sheet. The cash flows resulting from interest rate derivatives match cash flows on the underlying borrowings so that there is no net cash flow from movements in market interest rates on the hedged items.

Based on the Group’s gross borrowings as at 31 December 2014, if interest rates were to increase by 100 basis points in all currencies then the annual net interest charge would increase by $6m (2013 – $4m). A decrease in interest rates by 100 basis points in all currencies would have an equal but opposite effect to the amounts shown above.

16.3 Credit risk exposures

The Group limits exposure to credit risk on counterparties used for financial instruments through a system of internal credit limits which, with certain minor exceptions due to local market conditions, require counterparties to have a minimum ‘A’ rating from one of the major ratings agencies. The financial exposure of a counterparty is determined as the total of cash and deposits, plus the risk on derivative instruments, assessed as the fair value of the instrument plus a risk element based on the nominal value and the historic volatility of the market value of the instrument. The Group does not anticipate non-performance of counterparties and believes it is not subject to material concentration of credit risk as the Group operates within a policy of counterparty limits designed to reduce exposure to any single counterparty.

The maximum credit risk exposure on derivatives at 31 December 2014 was $49m (2013 – $29m), being the total debit fair values on forward foreign exchange contracts and currency swaps. The maximum credit risk exposure on cash at bank at 31 December 2014 was $93m (2013 – $137m). The Group’s exposure to credit risk is not material as the amounts are held in a wide number of banksplans in a number of different countries.

Credit risk on trade receivables is detailed in Note 13.

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Smith & Nephew Annual report 2014            141


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

16 Financial instruments and risk managementcontinued

16.4 Currency and interest rate profile of interest bearing liabilities and assets

Short-term debtors and creditors are excluded from the following disclosures.

Currency and Interest Rate Profile of Interest Bearing Liabilities:

                                 Fixed rate liabilities  
    
 
 
Gross
borrowings
$ million
  
  
  
     
 
 
Currency
swaps
$ million
  
  
  
     
 
 
Total
liabilities
$ million
  
  
  
  
 
 
Floating
rate liabilities
$ million
  
  
  
  
 
 
Fixed
rate liabilities
$ million
  
  
  
     
 
 
 

 

Weighted
average
Interest
rate

%

  
  
  
  

  

  
 
 
 
 
Weighted
average time
for which
rate is fixed
Years
  
  
  
  
  

At 31 December 2014:

                                      

US Dollar

   1,685       208       1,893    826    1,067       3.4    8.3  

Euro

   10       35       45    45                 

Other

   10       37       47    47                 

Total interest bearing liabilities

   1,705       280       1,985    918    1,067             

At 31 December 2013:

                                      

US Dollar

   297       77       374    360    14       7.1    4  

Euro

   59       28       87    87                 

Other

   35       40       75    75                 

Total interest bearing liabilities

   391       145       536    522    14             

At 31 December 2014, $12m (2013 – $14m) of fixed rate liabilities relate to finance leases. In 2014, the Group also had liabilities due for deferred acquisition consideration (denominated in US Dollars and Brazilian Real) totalling $33m (2013 – $21m, 2012 – $8m) on which no interest was payable (see Note 14). There are no other significant interest bearing financial liabilities.

Floating rates on liabilities are typically based on the one or three-month LIBOR (or other reference rate) relevant to the currency concerned. The weighted average interest rate on floating rate borrowings as at 31 December 2014 was 1% (2013 – 1%).

Currency and Interest Rate Profile of Interest Bearing Assets:

      
 
 
Cash
at bank
$ million
  
  
  
     
 
 
Currency
swaps
$ million
  
  
  
     
 
Total assets
$ million
  
  
     
 
 
Floating
rate assets
$ million
  
  
  

At 31 December 2014:

                            

US Dollars

     13       79       92       92  

Other

     80       200       280       280  

Total interest bearing assets

     93       279       372       372  

At 31 December 2013:

                            

US Dollars

     8       69       77       77  

Other

     129       77       206       206  

Total interest bearing assets

     137       146       283       283  

Floating rates on assets are typically based on the short-term deposit rates relevant to the currency concerned. There were no fixed rate assets at 31 December 2014 or 31 December 2013.

142Smith & Nephew Annual report 2014


16.5 Fair value of financial assets and liabilities

ACCOUNTING POLICY

Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial assets and liabilities and non-financial assets acquired in a business combination (see Note 21).

When measuring the fair value of an asset or liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in the fair value hierarchy based on the inputs used in the valuation techniques as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); Level 3: inputs for the asset or liability that are not based on observable data (unobservable inputs).

The Group recognises transfers between the levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

   Carrying amount    Fair value 
  

Designated
at fair

value

  

Fair value –
hedging

instruments

  

Loans

and

receivables

  Available
for sale
  Other
financial
liabilities
  Total    Level 2  Level 3  Total 

At 31 December 2014

  $ million    $ million    $ million    $ million    $ million    $ million     $ million    $ million    $ million  
Financial assets measured at fair value          
Forward foreign exchange contracts      48                48     48        48  
Investments              5        5         5    5  
Currency swaps  1                    1     1        1  
   1    48        5        54     49    5    54  
Financial liabilities measured at fair value          
Acquisition consideration  (33                  (33       (33  (33
Forward foreign exchange contracts      (19              (19   (19      (19
Currency swaps  (2                  (2   (2      (2
   (35  (19              (54   (21  (33  (54
Financial assets not measured at fair value          
Trade and other receivables          1,117            1,117      
Cash at bank          93            93      
           1,210            1,210      
Financial liabilities not measured at fair value          
Bank overdrafts                  (28  (28    
Bank loans                  (540  (540    
Private placement debt                  (1,125  (1,125   (1,144      (1,144
Finance lease liabilities                  (12  (12    
Trade and other payables                  (828  (828    
                   (2,533  (2,533    

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Smith & Nephew Annual report 2014            143


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

16 Financial instruments and risk managementcontinued

   Carrying amount       Fair value  

At 31 December 2013

 

  

 

 

 

 

Designated

at fair

value

$ million

 

  

  

  

  

 

  

 

 

 

 

Fair value –

hedging

instruments

$ million

 

  

  

  

  

 

   

 

 

 

 

Loans

and

receivables

$ million

 

  

  

  

  

 

   

 

 

 

Available

for sale

$ million

 

  

  

  

 

   

 

 

 

 

Other

financial

liabilities

$ million

 

  

  

  

  

 

  

Total

$ million

 

       

 

 

Level 2

$ million

 

  

  

 

   

 

 

Level 3

$ million

 

  

  

 

   

 

 

Total

$ million

 

  

  

 

Financial assets measured at fair value

                   

Forward foreign exchange contracts

      28                   28      28          28  

Investments

                2         2           2     2  

Currency swaps

  1                       1      1          1  
   1    28          2         31       29     2     31  

Financial liabilities measured at fair value

                   

Acquisition consideration

  (21                     (21)           (21   (21

Forward foreign exchange contracts

      (20                 (20)      (20        (20
   (21  (20                 (41)       (20   (21   (41

Financial assets not measured at fair value

                   

Trade and other receivables

           1,085              1,085         

Cash at bank

           137              137         
            1,222              1,222         

Financial liabilities not measured at fair value

                   

Bank overdrafts

                     (11  (11)         

Bank loans

                     (366  (366)         

Finance lease liabilities

                     (14  (14)         

Trade and other payables

                     (751  (751)         
                      (1,142  (1,142)          

The Group enters into derivative financial instruments with financial institutions with investment grade credit ratings. The fair value of forward foreign exchange contracts is calculated by reference to quoted market forward exchange rates for contracts with similar maturity profiles. The fair value of currency swaps is determined by reference to quoted market spot rates. As a result, foreign forward exchange contracts and currency swaps are classified as Level 2 within the fair value hierarchy.

As at 31 December 2014 and 31 December 2013, the fair value of derivatives is net of a credit valuation adjustment attributable to derivative counterparty default risk. The changes in counterparty credit risk had no material effect on the hedge effectiveness for derivatives designated in hedge relationships and other financial instruments recognised at fair value.

The fair value of contingent consideration is estimated using a discounted cash flow model. The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate. The expected payment is determined by considering the possible scenarios, which relate to the achievement of established milestones and targets, the amount to be paid under each scenario and the probability of each scenario. As a result, contingent consideration is classified as Level 3 within the fair value hierarchy.

There were no transfers between level 1, 2 and 3 during 2014 and 2013.

For cash and cash equivalents, short-term loans and receivables, overdrafts and other short-term liabilities which have a maturity of less than three months the book values approximate the fair values because of their short-term nature.

Long-term borrowings are measured in the balance sheet at amortised cost. As the Group’s long-term borrowings are not quoted publicly and as market prices are not available their fair values are estimated by discounting future contractual cash flows to net present values at the current market interest rates available to the Group for similar financial instruments as at the year-end.

144Smith & Nephew Annual report 2014


17 Provisions and contingencies

ACCOUNTING POLICY

In the normal course of business the Group is involved in various legal disputes. Provision is made for loss contingencies when it is deemed probable that an adverse outcome will occur and the amount of the loss can be reasonably estimated. Where the Group is the plaintiff in pursuing claims against third parties legal and associated expenses are charged to the income statement as incurred.

The recognition of provisions for legal disputes is subject to a significant degree of estimation. In making its estimates management takes into account the advice of internal and external legal counsel. Provisions are reviewed regularly and amounts updated where necessary to reflect developments in the disputes. The ultimate liability may differ from the amount provided depending on the outcome of court proceedings or settlement negotiations or as new facts emerge.

A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. For the purpose of calculating any onerous lease provision, the Group has taken the discounted future lease payments, net of expected rental income. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract.

A provision for rationalisation is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.

17.1 Provisions

      
 
 
Rationalisation
provisions
$ million
  
  
  
     
 
 
Legal and other
provisions
$ million
  
  
  
     
 
Total
$ million
  
  

At 1 January 2013

     25       97       122  

Charge to income statement

     15       22       37  
Utilised     (22     (12     (34

At 31 December 2013

     18       107       125  

Acquisitions

            24       24  

Charge to income statement

     17       15       32  

Utilised

     (22     (28     (50
Exchange adjustment     (1            (1
At 31 December 2014     12       118       130  

Provisions – due within one year

     12       55       67  
Provisions – due after one year            63       63  
At 31 December 2014     12       118       130  

Provisions – due within one year

     18       42       60  
Provisions – due after one year            65       65  
At 31 December 2013     18       107       125  

The principal provisions within rationalisation provisions relate to the Group Optimisation programme (mainly severance) announced in May 2014 and people costs associated with the structural and efficiency programme announced in August 2011.

Included within the legal and other provisions are:

A provision of $10m (2013 – $nil) relating to the distribution hold on RENASYS.

A provision of $7m (2013 – $nil) relating to the HP802 programme which was stopped in the fourth quarter of 2014.

The remaining balance largely represents provisions for various patent disputes and other litigation.

All provisions are expected to be substantially utilised within three years of 31 December 2014 and none are treated as financial instruments.

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Smith & Nephew Annual report 2014            145


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

17 Provisions and contingenciescontinued

17.2 Contingencies

The Company and its subsidiaries are parties to various legal proceedings, some of which include claims for substantial damages. The outcome of these proceedings cannot readily be foreseen, but management believes none of them are likely to result in a material adverse effect on the financial position of the Group. The Group provides for outcomes that are deemed to be probable and can be reliably estimated. There is no assurance that losses will not exceed provisions or will not have a significant impact on the Group’s results of operations in the period in which they are realised.

In August 2003, the Group withdrew voluntarily from all markets the macrotextured versions of its OXINIUM femoral knee components. A charge of $154m was recorded in 2004 for anticipated expenses in connection with macrotexture claims. Most of that amount has since been applied to settlements of such claims, and almost all have been resolved. The aggregate cost at 31 December 2014 related to this matter is approximately $215m. The Group has sought recovery from its primary and excess insurers for costs of resolving the claims. The primary insurance carrier has paid $60m in full settlement of its policy liability. However, the excess carriers have denied coverage, citing defences relating to the wording of the insurance policies and other matters. In December 2004, the Group brought suit against them in the US district court for the Western District of Tennessee. Trial has not yet begun. An additional $22m was received during 2007 from a successful settlement with a third party.

17.3 Legal proceedings

Product liability claims

The Group faces other claims from time to time for alleged defects in its products and has on occasion recalled or withdrawn products from the market. Such claims are endemic to the orthopaedic device industry. The Group maintains product liability insurance subject to limits and deductibles that management believes are reasonable. All policies contain exclusions and limitations, however, and there can be no assurance that insurance will be available or adequate to cover all claims.

In recent years, there has been heightened concern about possible adverse effects of hip implant products with metal-on-metal bearing surfaces, and the Group has incurred and will continue to incur expenses to defend claims in this area. As of January 2015 approximately 930 such claims were pending with the Group around the world, of which 539 had given rise to pending legal proceedings. Most of the pending legal proceedings are in the United States. Most claims relate to the Group’s Birmingham Hip Resurfacing (‘BHR’) product and the Birmingham Hip Modular Head (‘BHMH’) and R3 Metal Liner (‘R3ML’) components. In 2012, the Group restricted instructions for use of the BHMH and ceased offering the R3ML. In 2013, the Group’s US subsidiary agreed with lawyers representing metal-on-metal claimants to consolidate pre-trial proceedings (such as discovery) in their lawsuits in a state court in Memphis, Tennessee, and those lawsuits account for most of the US proceedings. These lawsuits are being vigorously defended, but outcomes are difficult to predict and defence costs can be significant. The Group takes care to monitor the clinical evidence relating to its metal hip implant products and ensure that its product offerings and training are designed to serve patients’ interests.

The Group has requested indemnity from its product liability insurers for most of these metal-on-metal hip implant claims. In general, the insurers are investigating the claims and have reserved rights under their respective policies. As noted above, there can be no assurance that insurance will be available or adequate to cover all claims.

Business practice investigations

Business practices in the healthcare industry are subject to regulation and review by various government authorities. From time to time authorities undertake investigations of the Group’s activities to verify compliance. In September 2007, the SEC notified the Group that it was conducting an informal investigation of companies in the medical devices industry, including the Group, regarding possible violations of the Foreign Corrupt Practices Act (‘FCPA’) in connection with the sale of products in certain countries outside of the US. The US Department of Justice (‘DOJ’) subsequently joined the SEC’s request.

On 6 February 2012, Smith & Nephew announced that it had reached settlement with the SEC and DOJ in connection with this matter. Smith & Nephew paid slightly less than $23m in fines and profit disgorgement and committed to maintain an enhanced compliance programme and appoint an independent monitor for at least 18 months to review and report on its compliance programme. The monitor’s final report was filed in late 2013, and the independent monitorship was terminated. The settlement agreements had three-year terms. The deferred prosecution agreement with the DOJ expired on 6 February 2015 and the DOJ moved to dismiss a related court action against Smith & Nephew. The agreement with the SEC is scheduled to expire on 3 March 2015.

Intellectual property disputes

The Group is engaged, as both plaintiff and defendant, in litigation with various competitors and others over claims of patent infringement and other intellectual property matters. These disputes are being heard in courts in the US and other jurisdictions and also before agencies that examine patents. Outcomes are rarely certain and costs are often significant.

The Group has won a jury verdict in the US district court for Oregon against Arthrex Inc. for infringement of the Group’s patents relating to suture anchors. A number of issues have been disputed and appealed since the case was first filed in 2003; Arthrex’s latest appeal was argued in January 2015. Arthrex asserted other patents against the Group in 2014 in the US district court for the Eastern District of Texas.

Other matters

In April 2009, the Group was served with a subpoena by the US Department of Justice in Massachusetts requiring the production of documents from 1995 to 2009 associated with the marketing and sale of the Group’s EXOGEN bone growth stimulator. Similar subpoenas have been served on a number of competitors in the bone growth stimulator market. Around the same time a qui tam or ‘whistle-blower’ complaint concerning the industry’s sales and marketing of those products, originally filed in 2005 against the primary manufacturers of bone growth stimulation products (including Smith & Nephew), was unsealed in federal court in Boston, Massachusetts. A motion to dismiss that complaint was denied in December 2010.

146Smith & Nephew Annual report 2014


The Group is subject to country of origin requirements under the US Buy American and Trade Agreements Acts with regard to sales to certain US government customers. In 2008 the Group voluntarily disclosed to the US Veterans Administration and the US Department of Defense that a small percentage of the products sold to the US government may have originated from countries that are not eligible for such sales except with government consent. In December 2008, three months after Smith & Nephew’s initial voluntary disclosure, a whistle-blower suit was filed in the US district court for the Western District of Tennessee alleging these violations. Smith & Nephew’s motion to dismiss the suit was denied in November 2010, and it was settled in 2014.

In January 2014, before agreeing to be acquired by the Group, ArthroCare announced a settlement of charges by the US DOJ relating to securities fraud in which certain members of prior management were implicated. ArthroCare paid a $30m fine and signed a deferred prosecution agreement that imposes reporting, compliance and other requirements on ArthroCare for a two-year term.

18 Retirement benefit obligations

ACCOUNTING POLICY

The Group’s major pension plans are of the defined benefit type. A defined benefit pension plan defines an amount of pension benefit that an employee will receive on retirement or a minimum guaranteed return on contributions, which is dependent on various factors such as age, years of service and final salary. The Group’s obligation is calculated separately for each plan by discounting the estimated future benefit that employees have earned in return for their service in the current and prior periods. The fair value of any plan assets is deducted to arrive at the net liability.

The calculation of the defined benefit obligation is performed annually by external actuaries using the projected unit credit method. Re-measurements arising from defined benefit plans comprise actuarial gains and losses and the return on the plan assets net of the costs of managing the plan assets. The Group recognises these immediately in other comprehensive income (‘OCI’) and all other expenses, such as service cost, net interest cost, administration costs and taxes, are recognised in the income statement.

A number of key assumptions are made when calculating the fair value of the Group’s defined benefit pension plans. These assumptions impact the balance sheet asset and liabilities, operating profit and finance income/costs. The most critical assumptions are the discount rate, the rate of inflation and mortality assumptions to be applied to future pension plan liabilities. The discount rate is based on the yield at the reporting date on bonds that have a credit rating of AA, denominated in the currency in which the benefits are expected to be paid and have a maturity profile approximately the same as the Group’s obligations. In determining these assumptions management take into account the advice of professional external actuaries and benchmarks its assumptions against external data.

The Group determines the net interest expense/(income) on the net defined benefit liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability/(asset).

The Group also operates a number of defined contribution plans. A defined contribution plan is a pension plan under which the Group and employees pay fixed contributions to a third party financial provider. The Group has no further payment obligations once the contributions have been paid. Contributions are recognised as an employee benefit expense when they are due.

18.1 Retirement benefit net (assets)/obligations

The Group’s retirement benefit obligations comprise:

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Funded plans:

        

UK Plan

     16       50  

US Plan

     74       65  

Other Plans

     42       28  
     132       143  

Unfunded Plans:

        

Other Plans

     48       39  

Retirement Healthcare

     46       43  
      226       225  

Amount recognised on the balance sheet – liability

     233       230  

Amount recognised on the balance sheet – asset

     (7     (5

The Group sponsors pension plans for its employees in 16 countries and these are established under the laws of the relevant country. Funded plans are funded by the payment of contributions and the assets are held by separate trust funds or insurance companies. In countries where there is no Company-sponsored pension plan, state benefits are considered by management to be adequate. Employees’ retirement benefits are the subject of regular management review. The Group’s defined benefit plans provide employees with an entitlement to retirement benefits varying between 1.3% and 66.7% of final salary on attainment of retirement rage. The level of entitlement is dependent on the year of service of the employee.

The Group’s two major defined benefit pension plans are in the UK and US. Both these plans were closed to new employees in 2003 and defined contribution plans are offered to new joiners. The US Plan was closed to future accrual in March 2014.

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Smith & Nephew Annual report 2014            147


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

18 Retirement benefit obligationscontinued

The UK Plan operates under trust law and responsibility for its governance lies with a Board of Trustees. This Board is composed of representatives of the Group, plan participants and an independent trustee who act on behalf of members in accordance with the terms of the Trust Deed and Rules and relevant legislation. The UK Plan’s assets are held by the trust. Annual increases on benefits in payment are dependent on inflation. The main uncertainties affecting the level of benefits payable under the UK Plan are future inflation levels (including the impact of inflation on future salary increase) and the actual longevity of the membership.

The US Plan is governed by a US Pension Committee which is composed of both plan participants and representatives of the Group. In the US, the Pension Protection Act (2006) established both a minimum required contribution and a maximum deductible contribution. Failure to contribute at least the minimum required amount will subject the Company to significant penalties and contributions in excess of the maximum deductible have negative tax consequences. The minimum funding requirement is intended to fully fund the present value of accrued benefits over seven years.

18.2 Reconciliation of benefit obligations and pension assets

The movement in the Group’s pension benefit obligation and pension assets is as follows:

      2014         2013  
      
 
Obligation
$ million
  
  
     
 
Asset
$ million
  
  
     
 
Total
$ million
  
  
       
 
Obligation
$ million
  
  
     
 
Asset
$ million
  
  
     
 
Total
$ million
  
  
Amounts recognised on the balance sheet at beginning of the period     (1,581     1,356       (225       (1,487     1,227       (260

Income statement expense:

                         

Current service cost

     (22            (22      (29            (29

Past service cost

     36              36                        

Settlements

     71       (60     11                        

Interest (expense)/income

     (67     60       (7      (59     51       (8

Administration costs and taxes

     (3            (3       (3            (3

Costs recognised in Income statement

     15              15         (91     51       (40

Re-measurements:

                         

Actuarial gain due to liability experience

     5              5        1              1  

Actuarial (loss)/gain due to financial assumptions change

     (179            (179      16              16  

Actuarial loss due to demographic assumptions

     (30            (30      (42            (42

Return on plan assets greater than discount rate

            110       110                37       37  

Re-measurements recognised in OCI

     (204     110       (94       (25     37       12  

Cash:

                         

Employer contributions

            65       65               67       67  

Employee contributions

     (5     5               (4     4         
Benefits paid directly by the Group, taxes and administration costs paid from scheme assets     3              3        3       (3       

Benefits paid

     51       (54     (3       45       (45       

Net cash

     49       16       65         44       23       67  

Exchange rates

     84       (71     13         (22     18       (4

Amount recognised on the balance sheet

     (1,637     1,411       (226       (1,581     1,356       (225

Amount recognised on the balance sheet – liability

     (1,611     1,378       (233       (1,548     1,318       (230

Amount recognised on the balance sheet – asset

     (26     33       7         (33     38       5  

Represented by:

 

                         
      2014         2013  
      
 
Obligation
$ million
  
  
     
 
Asset
$ million
  
  
     
 
Total
$ million
  
  
       
 
Obligation
$ million
  
  
     
 
Asset
$ million
  
  
     
 
Total
$ million
  
  

UK Plan

     (879     863       (16      (855     805       (50

US Plan

     (482     408       (74      (482     417       (65

Other Plans

     (276     140       (136       (244     134       (110

Total

     (1,637     1,411       (226       (1,581     1,356       (225

All benefits are vested at the end of each reporting period. The weighted average duration of the defined benefit obligation at the end of the reporting period is 20 years and 14 years for the UK and US plans respectively. For 2013, this was 20 years for the UK Plan and 16 years for the US Plan.

148Smith & Nephew Annual report 2014


18.3 Plan assets

The market value of the US, UK and Other Plans assets are as follows:

      2014
$ million
     2013
$ million
     2012
$ million
 

UK Plan:

            

Assets with a quoted market price:

            

Cash and cash equivalents

     6       8       11  

Equity securities

     237       220       249  

Government bonds – fixed interest

            61       92  

                                 – index linked

            109       282  

Liability driven investments

     227                
Diversified growth funds     155       159       110  
     625       557       744  

Other assets:

            

Insurance contract

     238       248         

Market value of assets

     863       805       744  

US Plan:

            

Assets with a quoted market price:

            

Cash and cash equivalents

            6       1  

Equity securities

     167       181       242  

Government bonds – fixed interest

     121       64       106  

Corporate bonds

     120       151         

Hedge funds

            15       10  

Market value of assets

     408       417       359  

Other Plans:

            

Assets with a quoted market price:

            

Cash and cash equivalents

     6       6       5  

Equity securities

     33       32       26  

Government bonds – fixed interest

     7       9       7  

                                 – index linked

     13       11       34  

Corporate bonds

     12       13       2  

Insurance contracts

     31       24         

Property

     6       6       5  
Other quoted securities     3       3       11  
     111       104       90  

Other assets:

            

Equities

                   2  

Insurance contracts

     29       29       31  

Investment property

            1       1  
Market value of assets     140       134       124  
Total market value of assets     1,411       1,356       1,227  

No plans invest directly in property occupied by the Group or in financial securities issued by the Group.

The US and UK plan assets are invested in a diversified range of industries across a broad range of geographies. These assets include liability matching assets and annuity policies purchased by the trustees of each plan, which aim to match the benefits to be paid to certain members from the plan and therefore remove the investment, inflation and demographic risks in relation to those liabilities.

In December 2014, the low risk asset portfolio held by the UK Plan was transferred into liability driven investments (LDI) in order to maintain the same level of hedging against interest rate and inflation risks.

The UK Plan also has an insurance contract with Rothesay Life covering a subset of the UK Plan pensioner liabilities. The terms of this policy define that the contract value exactly matches the amount and timing of the pensioner obligations covered by the contract. In accordance with IAS19REmployee Benefits, the fair value of the insurance contract is deemed to be the present value of the related obligations which is discounted at the AA corporate bond rate.

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Smith & Nephew Annual report 2014            149


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

18 Retirement benefit obligationscontinued

18.4 Expenses recognised in the income statement

The total expense relating to retirement benefits recognised for the year is $17m (2013 – $72m, 2012 – $72m). Of this cost recognised for the year, $32m (2013 – $32m, 2012 – $32m) relates to defined contributions and $15m net income (2013 – $40m expense, 2012 – $40m expense) relates to defined benefit plans.

The cost charged in respect of the Group’s defined contribution plans represents contributions payable to these plans by the Group at rates specified in the rules of the plans. These were charged to operating profit in selling, general and administrative expenses. There were $nil outstanding payments as at 31 December 2014 due to be paid over to the plans (2013 – $nil, 2012 – $nil).

Included in the $15m net income recognised for defined benefits plans are a $35m past service cost credit which arose on the closure of the US plan to future accrual in March 2014 and a $11m gain on settlement of benefits as a result of a member buyout in December 2014.

Defined benefit plan costs comprise service cost which is charged to operating profit in selling, general and administrative expenses and net interest cost and administration costs and taxes which are reported as other finance costs.

The defined benefit pension costs charged for the UK and US plans are:

      2014         2013         2012   
      

 

UK Plan

$ million

  

  

    

 US Plan  

$ million  

       

 

UK Plan

$ million

  

  

     

 

US Plan

$ million

  

  

       

 

UK Plan

$ million

  

  

     

 

US Plan 

$ million 

  

  

Service cost

     10      2        7       10        8       11   

Past service cost

           (35)                             –   

Settlement gain

           (11)                             –   
Net interest cost, administration and taxes     3      3         1       7         1         
      13      (41)        8       17         9       18   

 

18.5 Principal actuarial assumptions

 

The following are the principal financial actuarial assumptions used at the reporting date to determine the UK and US defined benefit obligations and expense.

 

  

  

                           

 

2014

% per annum

  

  

       

 

2013

% per annum

  

  

     

 

2012 

% per annum 

  

  

UK Plan:

                          

Discount rate

                  3.7        4.4       4.5   

Future salary increases

                  3.5        3.9       3.5   

Future pension increases

                  3.0        3.4       3.0   

Inflation (RPI)

                  3.0        3.4       3.0   

Inflation (CPI)

                  2.0        2.4       2.2   

US Plan:

                          

Discount rate

                  4.0        4.9       4.0   

Future salary increases

                  n/a        3.0       3.0   

Inflation

                          n/a         2.5       2.5   

150Smith & Nephew Annual report 2014


Actuarial assumptions regarding future mortality are based on mortality tables. The UK uses the S1NA with projections in line with the CMI 2011 table and the US uses the RP2000 table with scale AA. The current longevities underlying the values of the obligations in the defined benefit plans are as follows:

   

2014 

years 

  

2013

years

  

2012 

years 

Life expectancy at age 60

         

UK Plan:

      

Males

  29.4   29.3  28.7 

Females

  31.2   31.1  30.2 

US Plan:

      

Males

  26.0   23.8  22.9 

Females

  28.5   25.5  25.0 

Life expectancy at age 60 in 20 years’ time

         

UK Plan:

      

Males

  32.4   32.2  31.2 

Females

  33.3   33.2  31.9 

US Plan:

      

Males

  27.8   23.8  24.6 

Females

  30.2   25.5  25.0 

18.6 Sensitivity analysis

The calculation of the defined benefit obligation is sensitive toperformed annually by external actuaries using the assumptions used. The following table summarisesprojected unit credit method. Re-measurements arising from defined benefit plans comprise actuarial gains and losses and the increase/decreasereturn on the UKplan assets net of the costs of managing the plan assets. The Group recognises these immediately in other comprehensive income (OCI) and USall other expenses, such as service cost, net interest cost, administration costs and taxes, are recognised in the income statement.

A number of key assumptions are made when calculating the fair value of the Group’s defined benefit obligationpension plans. These assumptions impact the balance sheet asset and pension liabilities, operating profit, finance income/costs as a resultand other comprehensive income. The most critical assumptions are the discount rate, the rate of reasonably possible changes in some of theinflation and mortality assumptions while holding all other assumptions consistent. The sensitivity to the inflation assumption change includes corresponding changesbe applied to the future salary increases and future pension increase assumptions.plan liabilities. The analysis does notdiscount rate is based on the yield at the reporting date on bonds that have a credit rating of AA, denominated in the currency in which the benefits are expected to be paid and have a maturity profile approximately the same as the Group’s obligations. In determining these assumptions management take into account the full distributionadvice of cash flows expected under the plan.

Changes to the inflation assumption will not have any affect on the US Pension plan as it was closed to future accrual in 2014.

   Increase in pension obligation   Increase in pension cost 
  

 

  

 

$ million  +50bps/+1yr  -50bps/-1yr   +50bps/+1 yr  -50bps/-1yr 

UK Plan:

        

Discount rate

  -80  +91   -4  +4 

Inflation

  +90  -78   +4  -4 

Mortality

  +31  -31   +1  -1 

US Plan:

        

Discount rate

  -33  +36   -2  +1 

Inflation

  n/a  n/a   n/a  n/a 

Mortality

  +12  -12     – 

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Smith & Nephew Annual report 2014            151


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

18 Retirement benefit obligationscontinued

18.7 Risk

The pension plans expose the Group to the following risks:

Interest rate risk

Volatility in financial markets can change the calculations of the obligation dramatically as the calculation of the obligation is linked to yields on AA-rated corporate bonds. A decrease in the bond yield will increase the measure of plan liabilities, although this will be partially offset by increases in the value of matching plan assets such as bonds and insurance contracts.

In the UK, the liability matching portfolio held in conventional and index-linked gilts was transferred into liability driven investments in order to reduce interest rate risk.

Inflation risk

The UK Plan is linked to inflation. A high rate of inflation will lead to a higher liability. This risk is managed by holding inflation-linked bonds and an inflation-linked insurance contract in respect of some of the obligation. In the UK, the liability matching portfolio held in conventional and index-linked gilts was transferred into liability driven investments in order to reduce inflation risk.

The US Plan has been closed to future accrual which eliminates the exposure to this risk.

Investment risk

If the return on plan assets is below the discount rate, all else being equal, there will be an increase in the plan deficit.

In the UK, this risk is partially managed by a portfolio of liability matching assets and a bulk annuity, together with a dynamic de risking policy to switch growth assets into liability matching assets over time.

The US Plan has a dynamic de-risking policy to shift plan assets into longer term stable asset classes. The policy established ten pre-determined funded status levels and when each trigger point is reached, the plan assets are re-balanced accordingly.

Longevity risk

The present value of the plans defined benefit liability is calculated by reference to the best estimate of the mortality of the plan participants both during and after their employment. An increase in the life expectancy of plan participants above that assumed will increase the benefit obligation.

The UK Plan, in order to minimise longevity risk, entered into an insurance contract which covers a portion of pensioner obligations.

Salary riskThe calculation of the defined benefit obligation uses the future estimated salaries of plan participants. Increases in the salary of plan participants above that assumed will increase the benefit obligation. The exposure to salary risk in the US has been eliminated with the closure of the US Plan to future accrual.

18.8 Funding

A full valuation is performed byprofessional external actuaries for the Trustees of each plan to determine the level of funding required. Employer contributions rates, based on these full valuations, are agreed between the trustees of each plan and the Group. Thebenchmarks its assumptions used in the funding actuarial valuations may differ from those assumptions above. Employees are required to contribute to the plans.

UK Plan

The most recent full actuarial valuation of the UK Plan was undertaken as at 30 September 2012. Valuations are performed every two years, however in 2014, the Trustees have agreed that they will defer the 2014 valuation for one year and it will be performed in September 2015. Contributions to the UK Plan in 2014 were $33m (2013 – $37m, 2012 – $39m). This included supplementary payments of $23m (2013 – $31m, 2012 – $30m).

The Group has agreed to pay the supplementary payments each year until 2017. The agreed supplementary contributions for 2015 are $37m.

US Plan

Full actuarial valuations were performed annually for the US Plan with the last undertaken as at 20 September 2013 before the closure of the Plan to future accrual. Contributions to the US Plan were $22m (2013 – $20m, 2012 – $27m) which included supplementary payments of $20m. The agreed contributions for 2015 are $22m.

152Smith & Nephew Annual report 2014


19 Equity

ACCOUNTING POLICY

Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognised as a deduction from equity.

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.

19.1 Share capital

      Ordinary shares (20¢)       Deferred shares (£1.00)       Total  
    

 

 

     

 

 

     
      Thousand       $ million       Thousand       $ million       $ million  

Authorised

                    

At 31 December 2012

     1,223,591       245       50              245  

At 31 December 2013

     1,223,591       245       50              245  

At 31 December 2014

     1,223,591       245       50              245  

Allotted, issued and fully paid

                    

At 1 January 2012

     954,828       191       50              191  

Share options

     8,752       2                     2  

 

 

At 31 December 2012

 963,580   193   50      193  

Share options

 5,587   1         1  

Shares cancelled

 (51,000 (10       (10

 

 

At 31 December 2013

 918,167   184   50      184  

Share options

 4,180   1         1  

Shares cancelled

 (4,405 (1       (1

At 31 December 2014

 917,942   184   50      184  

The deferred shares were issued in 2006 in order to comply with English Company law. They are not listed on any stock exchange and have extremely limited rights and effectively have no value. These rights are summarised as follows:

The holder shall not be entitled to participate in the profits of the Company;

The holder shall not have any right to participate in any distribution of the Company’s assets on a winding up or other distribution except that after the return of the nominal amount paid up on each share in the capital of the Company of any class other than the deferred shares and the distribution of a further $1,000 in respect of each such share there shall be distributed to a holder of a deferred share (for each deferred share held by him) an amount equal to the nominal value of the deferred share;

The holder shall not be entitled to receive notice, attend, speak or vote at any general meeting of the Company; and

The Company may create, allot and issue further shares or reduce or repay the whole or any part of its share capital or other capital reserves without obtaining the consent of the holders of the deferred shares.

The Group’s objectives when managing capital are to ensure the Group has adequate funds to continue as a going concern and sufficient flexibility within the capital structure to fund the ongoing growth of the business and to take advantage of business development opportunities including acquisitions.against external data.

The Group determines the amountnet interest expense/income on the net defined benefit liability/asset for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of capital taking into account changes in business risks and future cash requirements. the annual period to the net defined benefit liability/asset.

The Group reviews its capital structurealso operates a number of defined contribution plans. A defined contribution plan is a pension plan under which the Group and employees pay fixed contributions to a third party financial provider. The Group has no further payment obligations once the contributions have been paid. Contributions are recognised as an employee benefit expense when they are due.

18.1 Retirement benefit net obligations/(assets)

The Group’s retirement benefit obligations/(assets) comprise:

 

 

 

 

 

 

 

  

2017

  

2016

 

 

    

$ million

    

$ million

 

Funded plans:

 

  

 

  

 

UK Plan

 

(53)

 

 4

 

US Plan

 

(9)

 

27

 

Other plans

 

46

 

52

 

 

 

(16)

 

83

 

Unfunded plans:

 

  

 

  

 

Other plans

 

60

 

55

 

Retirement healthcare

 

25

 

26

 

 

 

69

 

164

 

Amount recognised on the balance sheet – liability

 

131

 

164

 

Amount recognised on the balance sheet – asset

 

(62)

 

 –

 

The Group sponsors defined benefit pension plans for its employees or former employees in 16 countries and these are established under the laws of the relevant country. Funded plans are funded by the payment of contributions and the assets are held by separate trust funds or insurance companies. The provision of retirement and related benefits across the Group is kept under regular review. Employees’ retirement benefits are the subject of regular management review. The Group’s defined benefit plans provide employees with an entitlement to retirement benefits varying between 1.3% and 66.7% of final salary on attainment of retirement age. The level of entitlement is dependent on the years of service of the employee.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      151

The Group’s two major defined benefit pension plans are in the UK and US. Both these plans were closed to new employees in 2003 and defined contribution plans are offered to new joiners. The US and UK Plans were closed to future accrual in March 2014 and December 2016 respectively.

The UK Plan operates under trust law and responsibility for its governance lies with a Board of Trustees. This Board is composed of representatives of the Group, plan participants and an independent trustee, who act on behalf of members in accordance with the terms of the Trust Deed and Rules and relevant legislation. The UK Plan’s assets are held by the trust. Annual increases on benefits in payment are dependent on inflation.

There is no legislative minimum funding requirement in the UK, however the Group has agreed with the Board of Trustees to pay a schedule of supplementary payments (see Note 18.8). The Trust Deed of the UK Plan and the Plan Document of the US Plan provide the Group with a right to a refund of surplus assets assuming the full settlement of plan liabilities in the event of a plan wind-up. Furthermore, in the ordinary course of business the UK trustee and US committee have no rights to unilaterally wind up, or otherwise augment the benefits due to members of the plans. Based on these rights, any net surplus in the UK and US Plans is recognised in full.

The US Plan is governed by a US Pension Committee which is comprised of both plan participants and representatives of the Group. In the US, the Pension Protection Act (2006) established both a minimum required contribution and a maximum deductible contribution. Failure to contribute at least the minimum required amount will subject the Company to significant penalties, and contributions in excess of the maximum deductible have negative tax consequences. The minimum funding requirement is intended to fully fund the present value of accrued benefits over seven years.

18.2 Reconciliation of benefit obligations and pension assets

The movement in the Group’s pension benefit obligation and pension assets is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

 

 

 

2016

 

 

  

Obligation

  

Asset

  

Total

  

Obligation

 

Asset

 

Total

 

 

     

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

Amounts recognised on the balance sheet at beginning of the period

 

(1,577)

 

1,413

 

(164)

 

(1,521)

 

1,350

 

(171)

 

Income statement expense:

 

  

 

  

 

  

 

  

 

  

 

  

 

Current service cost

 

(12)

 

 –

 

(12)

 

(19)

 

 –

 

(19)

 

Past service credit

 

 4

 

 –

 

 4

 

51

 

 –

 

51

 

Settlements

 

 –

 

 –

 

 –

 

 7

 

(7)

 

 –

 

Interest (expense)/income

 

(44)

 

42

 

(2)

 

(52)

 

48

 

(4)

 

Administration costs and taxes

 

(3)

 

 –

 

(3)

 

(3)

 

 –

 

(3)

 

Costs recognised in income statement

 

(55)

 

42

 

(13)

 

(16)

 

41

 

25

 

Re-measurements:

 

  

 

  

 

  

 

  

 

  

 

  

 

Actuarial gain due to liability experience

 

 1

 

 –

 

 1

 

 7

 

 –

 

 7

 

Actuarial loss due to financial assumptions change

 

(38)

 

 –

 

(38)

 

(301)

 

 –

 

(301)

 

Actuarial gain due to demographic assumptions

 

42

 

 –

 

42

 

33

 

 –

 

33

 

Return on plan assets greater than discount rate

 

 –

 

59

 

59

 

 –

 

180

 

180

 

Re-measurements recognised in OCI

 

 5

 

59

 

64

 

(261)

 

180

 

(81)

 

Cash:

 

  

 

  

 

  

 

  

 

  

 

  

 

Employer contributions

 

 –

 

53

 

53

 

 –

 

60

 

60

 

Employee contributions

 

(4)

 

 4

 

 –

 

(4)

 

 4

 

 –

 

Benefits paid directly by the Group

 

 2

 

(2)

 

 –

 

 3

 

(3)

 

 –

 

Benefits paid, taxes and administration costs paid from scheme assets

 

102

 

(102)

 

 –

 

61

 

(61)

 

 –

 

Net cash

 

100

 

(47)

 

53

 

60

 

 –

 

60

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange rate movements

 

(98)

 

89

 

(9)

 

161

 

(158)

 

 3

 

Amount recognised on the balance sheet

 

(1,625)

 

1,556

 

(69)

 

(1,577)

 

1,413

 

(164)

 

Amount recognised on the balance sheet – liability

 

(290)

 

159

 

(131)

 

(1,577)

 

1,413

 

(164)

 

Amount recognised on the balance sheet – asset

 

(1,335)

 

1,397

 

62

 

 –

 

 –

 

 –

 


152ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

Represented by:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

 

 

 

2016

 

 

  

Obligation

  

Asset

  

Total

  

Obligation

  

Asset

  

Total

  

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

UK Plan

 

(854)

 

907

 

53

 

(844)

 

840

 

(4)

 

US Plan

 

(481)

 

490

 

 9

 

(461)

 

434

 

(27)

 

Other Plans

 

(290)

 

159

 

(131)

 

(272)

 

139

 

(133)

 

Total

 

(1,625)

 

1,556

 

(69)

 

(1,577)

 

1,413

 

(164)

 

All benefits are vested at the end of each reporting period. The weighted average duration of the defined benefit obligation at the end of the reporting period is 20 years and 11 years for the UK and US Plans respectively.

18.3 Plan assets

The market value of the US, UK and Other Plans assets are as follows:

 

 

 

 

 

 

 

 

 

  

2017

  

2016

  

2015

 

 

    

$ million

    

$ million

    

$ million

 

UK Plan:

 

  

 

  

 

  

 

Assets with a quoted market price:

 

  

 

  

 

  

 

Cash and cash equivalents

 

 8

 

 6

 

 5

 

Equity securities

 

235

 

213

 

234

 

Other bonds

 

43

 

38

 

43

 

Liability driven investments

 

192

 

239

 

171

 

Diversified growth funds

 

152

 

130

 

144

 

 

 

630

 

626

 

597

 

Other assets:

 

  

 

  

 

  

 

Insurance contract

 

277

 

214

 

214

 

Market value of assets

 

907

 

840

 

811

 

US Plan:

 

  

 

  

 

  

 

Assets with a quoted market price:

 

  

 

  

 

  

 

Cash and cash equivalents

 

 –

 

 –

 

 –

 

Equity securities

 

88

 

178

 

166

 

Government bonds – fixed interest

 

201

 

128

 

119

 

Corporate bonds

 

201

 

128

 

119

 

Market value of assets

 

490

 

434

 

404

 

Other Plans:

 

  

 

  

 

  

 

Assets with a quoted market price:

 

  

 

  

 

  

 

Cash and cash equivalents

 

 4

 

 4

 

 9

 

Equity securities

 

43

 

35

 

35

 

Government bonds – fixed interest

 

 4

 

 3

 

 5

 

                               – index linked

 

 3

 

 3

 

 9

 

Corporate and other bonds

 

11

 

11

 

13

 

Insurance contracts

 

36

 

34

 

28

 

Property

 

19

 

12

 

 8

 

Other quoted securities

 

 2

 

 2

 

 1

 

 

 

122

 

104

 

108

 

Other assets:

 

  

 

  

 

  

 

Insurance contracts

 

37

 

35

 

27

 

Market value of assets

 

159

 

139

 

135

 

Total market value of assets

 

1,556

 

1,413

 

1,350

 


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      153

No plans invest directly in property occupied by the Group or in financial securities issued by the Group.

Both the UK and US Plans hold a mixture of growth assets and matching assets. The growth assets of the UK and US Plans are invested in a diversified range of industries across a broad range of geographies. The UK Plan matching assets include liability matching assets and annuity policies purchased by the trustees, which aim to match the benefits to be paid to certain members from the plan and therefore remove the investment, inflation and demographic risks in relation to those liabilities. The terms of the policy define that the contract value exactly matches the amount and timing of the pensioner obligations covered by the contract. In accordance with IAS19R Employee Benefits, the fair value of the insurance contract is deemed to be the present value of the related obligations which is discounted at the AA corporate bond rate. In December 2014, the low risk asset portfolio held by the UK Plan was transferred into liability driven investments (LDI) which invests in a mixture of gilts and swaps.

18.4 Expenses recognised in the income statement

The total expense relating to retirement benefits recognised for the year is $64m (2016: $23m, 2015: $58m). Of this cost recognised for the year, $51m (2016: $48m, 2015: $49m) relates to defined contribution plans and $13m (2016: $25m net credit, 2015: $9m net expense) relates to defined benefit plans.

The cost charged in respect of the Group’s defined contribution plans represents contributions payable to these plans by the Group at rates specified in the rules of the plans. These were charged to operating profit in selling, general and administrative expenses. There were $nil outstanding payments as at 31 December 2017 due to be paid over to the plans (2016: $nil, 2015: $nil).

In 2016, the $25m net credit for the year includes a $44m curtailment gain arising from the closure of the UK Plan to future accrual and $5m past service credit relating to redundancies.

In 2015, the $9m net expense for the year includes a $16m past service cost credit arising from amendments to the US Retirement Healthcare plan and a $5m gain arising from benefit options offered to members of the UK Plan.

Defined benefit plan costs comprise service cost which is charged to operating profit in selling, general and administrative expenses and net interest cost and administration costs and taxes which are reported as other finance costs.

The defined benefit pension costs charged for the UK and US Plans are:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

  

UK Plan

 

US Plan

 

UK Plan

 

US Plan

 

UK Plan

 

US Plan

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

Service cost

 

 –

 

 –

 

 7

 

 –

 

 9

 

 –

 

Past service credit

 

 –

 

 –

 

(49)

 

 –

 

(7)

 

 –

 

Settlement loss

 

 –

 

 –

 

 1

 

 –

 

 2

 

 –

 

Net interest cost, administration and taxes

 

 1

 

 2

 

 –

 

 3

 

 3

 

 4

 

 

 

 1

 

 2

 

(41)

 

 3

 

 7

 

 4

 

18.5 Principal actuarial assumptions

The following are the principal financial actuarial assumptions used at the reporting date to determine the UK and US defined benefit obligations and expense.

 

 

 

 

 

 

 

 

 

  

2017

 

2016

 

2015

 

 

    

% per annum

    

% per annum

    

% per annum

 

UK Plan:

 

  

 

  

 

  

 

Discount rate

 

2.4

 

2.6

 

3.8

 

Future salary increases

 

n/a

 

3.8

 

3.6

 

Future pension increases

 

3.2

 

3.3

 

3.1

 

Inflation (RPI)

 

3.2

 

3.3

 

3.1

 

Inflation (CPI)

 

2.2

 

2.3

 

2.1

 

US Plan:

 

  

 

  

 

  

 

Discount rate

 

3.5

 

4.0

 

4.3

 

Future salary increases

 

n/a

 

n/a

 

n/a

 

Inflation

 

n/a

 

n/a

 

n/a

 


154ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

Actuarial assumptions regarding future mortality are based on mortality tables. The UK uses the S2NA with projections in line with the CMI 2016 table and the US uses the RP2014 table with MP2016 scale. The current longevities underlying the values of the obligations in the defined benefit plans are as follows:

 

 

 

 

 

 

 

 

 

  

2017

 

2016

 

2015

 

 

    

years

    

years

    

years

 

Life expectancy at age 60

 

  

 

  

 

  

 

UK Plan:

 

  

 

  

 

  

 

Males

 

28.8

 

29.7

 

29.6

 

Females

 

30.3

 

31.1

 

31.3

 

US Plan:

 

  

 

  

 

  

 

Males

 

25.2

 

25.1

 

25.8

 

Females

 

27.4

 

27.4

 

28.2

 

Life expectancy at age 60 in 20 years’ time

 

  

 

  

 

  

 

UK Plan:

 

  

 

  

 

  

 

Males

 

31.0

 

32.5

 

32.6

 

Females

 

31.8

 

33.0

 

33.4

 

US Plan:

 

  

 

  

 

  

 

Males

 

25.5

 

25.4

 

27.6

 

Females

 

28.0

 

27.9

 

29.9

 

18.6 Sensitivity analysis

The calculation of the defined benefit obligation is sensitive to the assumptions used. The following table summarises the increase/decrease on the UK and US defined benefit obligation and pension costs as a result of reasonably possible changes in some of the assumptions while holding all other assumptions consistent. The sensitivity to the inflation assumption change includes corresponding changes to the future salary increases and future pension increase assumptions. The analysis does not take into account the full distribution of cash flows expected under the plan.

Changes to the inflation assumption will not have any effect on the US Pension Plan as it was closed to future accrual in 2014.

 

 

 

 

 

 

 

 

 

 

 

 

Increase in pension obligation

 

Increase in pension cost

 

$ million

    

+50bps/+1yr

    

50bps/1yr

    

+50bps/+1yr

    

50bps/1yr

 

UK Plan:

 

  

 

  

 

  

 

  

 

Discount rate

 

-80.9

 

+92.6

 

-2

 

+2

 

Inflation

 

+88.1

 

-77.3

 

+2

 

-2

 

Mortality

 

+38.0

 

-37.7

 

+1

 

-1

 

US Plan:

 

  

 

  

 

 

 

  

 

Discount rate

 

-25.5

 

+27.9

 

-1

 

+1

 

Inflation

 

n/a

 

n/a

 

n/a

 

n/a

 

Mortality

 

+11.4

 

-11.6

 

 –

 

 –

 


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      155

18.7 Risk

The pension plans expose the Group to the following risks:

Interest rate risk

Volatility in financial markets can change the calculations of the obligation significantly as the calculation of the obligation is linked to yields on AA-rated corporate bonds. A decrease in the bond yield will increase the measure of plan liabilities, although this will be partially offset by increases in the value of matching plan assets such as bonds and insurance contracts.

In the UK, the liability matching portfolio held in conventional and index-linked gilts was transferred into liability driven investments in order to reduce interest rate risk.

Inflation risk

The UK Plan is linked to inflation. A high rate of inflation will lead to a higher liability. This risk is managed by holding inflation-linked bonds and an ongoing basisinflation-linked insurance contract in respect of some of the obligation. In the UK, the liability matching portfolio held in conventional and index-linked gilts was transferred into liability driven investments in order to reduce inflation risk.

The UK and US Plans have been closed to future accrual which eliminates the exposure to this risk.

Investment risk

If the return on plan assets is below the discount rate, all else being equal, there will be an increase in the plan deficit.

In the UK, this risk is partially managed by a portfolio of liability matching assets and a bulk annuity, together with a dynamic de-risking policy to switch growth assets into liability matching assets over time.

The US Plan has a dynamic de-risking policy to shift plan assets into longer-term stable asset classes. The policy established 10 pre-determined funded status levels and when each trigger point is reached, the plan assets are rebalanced accordingly. In 2017, two trigger points were reached and the plan assets were re-balanced such that there was reduced investment in equity securities and increased investment in government and corporate bonds.

Longevity risk

The present value of the plans defined benefit liability is calculated by reference to the best estimate of the mortality of the plan participants both during and after their employment. An increase in the life expectancy of plan participants above that assumed will increase the benefit obligation.

The UK Plan, in order to minimise longevity risk, has entered into an insurance contract which covers a portion of pensioner obligations.

Salary risk

The calculation of the defined benefit obligation uses share buy-backs, dividendsthe future estimated salaries of plan participants. Increases in the salary of plan participants above that assumed will increase the benefit obligation.

The exposure to salary risk in the UK and US has been eliminated with the closure of these Plans to future accrual.

18.8 Funding

A full valuation is performed by actuaries for the Trustees of each plan to determine the level of funding required. Employer contributions rates, based on these full valuations, are agreed between the Trustees of each plan and the Group. The assumptions used in the actuarial valuations used for funding purposes may differ from those assumptions above.

UK Plan

The most recent full actuarial valuation of the UK Plan was undertaken as at 30 September 2015. The next full actuarial valuation will take place as at 30 September 2018. Contributions to the UK Plan in 2017 were $24m (2016: $32m, 2015: $37m). This included supplementary payments of $24m (2016: $26m, 2015: $29m).

The Group has currently agreed to pay annual supplementary payments of $25m until 2021. These supplementary payments will be reviewed when the 30 September 2018 valuation has been completed.

US Plan

A  full actuarial valuation for the US Plan was last undertaken as at 20 September 2013 before the closure of the Plan to future accrual. Contributions to the US Plan were $20m (2016: $20m, 2015: $20m) which represented supplementary payments of $20m.

The planned supplementary contribution for 2018 is being kept under review given the funding status.


156ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

19 EQUITY

Accounting policy

Incremental costs directly attributable to the issue of newordinary shares, to adjustnet of any tax effects, are recognised as a deduction from equity.

When shares recognised as equity are repurchased, the retained capital.amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.

19.1 Share capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary shares (20¢)

 

Deferred shares (£1.00)

 

Total

 

 

    

Thousand

    

$ million

    

Thousand

    

$ million

    

$ million

 

Authorised

 

  

 

  

 

  

 

  

 

  

 

At 31 December 2015

 

1,223,591

 

245

 

50

 

 –

 

245

 

At 31 December 2016

 

1,223,591

 

245

 

50

 

 –

 

245

 

At 31 December 2017

 

1,223,591

 

245

 

50

 

 –

 

245

 

Allotted, issued and fully paid

 

  

 

  

 

  

 

  

 

  

 

At 1 January 2015

 

917,942

 

184

 

50

 

 –

 

184

 

Share options

 

1,855

 

 –

 

 –

 

 –

 

 –

 

Shares cancelled

 

(4,350)

 

(1)

 

 –

 

 –

 

(1)

 

At 31 December 2015

 

915,447

 

183

 

50

 

 –

 

183

 

Share options

 

1,283

 

 –

 

 –

 

 –

 

 –

 

Shares cancelled

 

(13,007)

 

(3)

 

 –

 

 –

 

(3)

 

At 31 December 2016

 

903,723

 

180

 

50

 

 –

 

180

 

Share options

 

655

 

 –

 

 –

 

 –

 

 –

 

Shares cancelled

 

(13,523)

 

(2)

 

 –

 

 –

 

(2)

 

At 31 December 2017

 

890,855

 

178

 

50

 

 –

 

178

 

The deferred shares were issued in 2006 in order to comply with English Company law. They are not listed on any stock exchange and have extremely limited rights and effectively have no value. These rights are summarised as follows:

-

The Group considersholder shall not be entitled to participate in the capital that it managesprofits of the Company;

-

The holder shall not have any right to be as follows:

      2014       2013       2012  
      $ million       $ million       $ million  

Share capital

     184       184       193  

Share premium

     574       535       488  

Capital redemption reserve

     11       10         

Treasury shares

     (315     (322     (735

Retained earnings and other reserves

     3,586       3,640       3,938  
      4,040       4,047       3,884  

LOGO

Smith & Nephew Annual report 2014            153


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

19 Equitycontinued

19.2 Treasury shares

Treasury shares represents the holdingparticipate in any distribution of the Company’s ownassets on a winding up or other distribution except that after the return of the nominal amount paid up on each share in the capital of the Company of any class other than the deferred shares and the distribution of a further $1,000 in respect of the Smith & Nephew Employee’s Share Trust and shares bought back as part of theeach such share buy-back programme. On 2 May 2013, as part of the new Capital Allocation Framework, the Group announced the startthere shall be distributed to a holder of a newdeferred share buy-back programme(for each deferred share held) an amount equal to return $300m of surplus capital to its shareholders. The programme was suspended in February 2014 following the annoucement of the ArthroCare acquisition. Shares issued in connection with the Group’s share incentive plans are brought back on a quarterly basis. During 2014, a total of 4.4m ordinary shares (0.5%) had been purchased at a cost of $72m and 4.4m ordinary shares (0.5%) had been cancelled. The maximum number of ordinary shares held in treasury during 2014 was 26.9m (2.8%) with a nominal value of $5.4m.the deferred share;

-

The Smith & Nephew 2004 Employees’ Share Trust (‘Trust’) was establishedholder shall not be entitled to hold shares relating to the long-term incentive plans referred to in the ‘Directors’ Remuneration Report’. The Trust is administered by an independent professional trust company resident in Jersey and is funded by a loan from the Company. The costreceive notice, attend, speak or vote at any general meeting of the Trust is charged toCompany; and

-

The Company may create, allot and issue further shares or reduce or repay the income statement as it accrues. A partial dividend waiver is in place in respectwhole or any part of those shares held underits share capital or other capital reserves without obtaining the long-term incentive plans. The trust only accepts dividends in respect of nil-cost options and deferred bonus plan shares. The waiver represents less than 1%consent of the total dividends paid.

The movements in Treasury shares andholders of the Employees’ Share Trust are as follows:deferred shares.

The Group’s objectives when managing capital are to ensure the Group has adequate funds to continue as a going concern and sufficient flexibility within the capital structure to fund the ongoing growth of the business and to take advantage of business development opportunities including acquisitions.

The Group determines the amount of capital taking into account changes in business risks and future cash requirements. The Group reviews its capital structure on an ongoing basis and uses share buy-backs, dividends and the issue of new shares to adjust the retained capital.

The Group considers the capital that it manages to be as follows:

 

 

 

 

 

 

 

 

 

  

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Share capital

 

178

 

180

 

183

 

Share premium

 

605

 

600

 

590

 

Capital redemption reserve

 

17

 

15

 

12

 

Treasury shares

 

(257)

 

(432)

 

(294)

 

Retained earnings and other reserves

 

4,101

 

3,595

 

3,475

 

 

 

4,644

 

3,958

 

3,966

 

           
 
Treasury
$ million
  
  
     

 
 

Employees’

Share Trust
$ million

 

  
  

     

 

Total

$ million

  

  

At 1 January 2013

         730       5       735  

Shares purchased

         226       5       231  

Shares transferred from treasury

         (8     8         

Shares transferred to Group beneficiaries

         (7     (14     (21
Shares cancelled          (623            (623

At 31 December 2013

         318       4       322  

Shares purchased

         72       3       75  

Shares transferred from treasury

         (11     11         

Shares transferred to Group beneficiaries

         (8     (17     (25
Shares cancelled          (57            (57
At 31 December 2014          314       1       315  
                
           
 

 

Number
of shares

million

  
 

  

     

 
 

Number

of shares
million

  

  
  

     
 
 
Number
of shares
million
  
  
  

At 1 January 2013

         59.5       0.5       60.0  

Shares purchased

         18.2       0.4       18.6  

Shares transferred from treasury

         (0.6     0.6         

Shares transferred to Group beneficiaries

         (0.6     (1.2     (1.8
Shares cancelled          (51.0            (51.0

At 31 December 2013

         25.5       0.3       25.8  

Shares purchased

         4.4       0.2       4.6  

Shares transferred from treasury

         (0.9     0.9         

Shares transferred to Group beneficiaries

         (0.6     (1.3     (1.9
Shares cancelled          (4.4            (4.4
At 31 December 2014          24.0       0.1       24.1  

 

 

19.3 Dividends

 

                
           
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

The following dividends were declared and paid in the year:

                

Ordinary final of 17.0¢ for 2013 (2012 – 16.20¢, 2011 – 10.80¢) paid 7 May 2014

         152       146       97  
Ordinary interim of 11.0¢ for 2014 (2013 – 10.40¢, 2012 – 9.90¢) paid 11 November 2014          98       93       89  
           250       239       186  

A final dividend for 2014 of 18.6 US cents per ordinary share was proposed by the Board on 4 February 2015 and will be paid, subject to shareholder approval, on 6 May 2015 to shareholders on the Register of Members on 17 April 2015. The estimated amount of this dividend on 23 February 2015 is $166m.

154Smith & Nephew Annual report 2014


20 Cash flow statement

 


 

ACCOUNTING POLICY

 

SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      157

19.2 Treasury shares

Treasury shares represent the holding of the Company’s own shares in respect of the Smith & Nephew Employees’ Share Trust and shares bought back as part of the share buy-back programme. In 2017 the Group purchased a total of 3.2m shares for a cost of $52m as part of the ongoing programme to buy back an equivalent number of shares to those vesting as part of the employee share plans. During 2016, a total of 24.0m (2.7%) ordinary shares were purchased at a cost of $368m and 13.0m (1.5%) ordinary shares were cancelled. This included a $300m share buy-back programme following the sale of the Group’s Gynaecology business that completed in December 2016.

The Smith & Nephew 2004 Employees’ Share Trust (Trust) was established to hold shares relating to long-term incentive plans. The Trust is administered by an independent professional trust company resident in Jersey and is funded by a loan from the Company. The cost of the Trust is charged to the income statement as it accrues. A dividend waiver is in place in respect of those shares held under the long-term incentive plans. The Trust only accepts dividends in respect of nil-cost options and deferred bonus plan shares. The waiver represents less than 1% of the total dividends paid.

The movements in Treasury shares and the Employees’ Share Trust are as follows:

 

 

 

 

 

 

 

 

 

  

 

  

Employees’

 

 

 

 

 

Treasury

 

Share Trust

 

Total

 

 

    

$ million

    

$ million

    

$ million

 

At 1 January 2016

 

264

 

30

 

294

 

Shares purchased

 

368

 

 –

 

368

 

Shares transferred from treasury

 

(18)

 

18

 

 –

 

Shares transferred to Group beneficiaries

 

(13)

 

(27)

 

(40)

 

Shares cancelled

 

(190)

 

 –

 

(190)

 

At 31 December 2016

 

411

 

21

 

432

 

Shares purchased

 

52

 

 –

 

52

 

Shares transferred from treasury

 

(19)

 

19

 

 –

 

Shares transferred to Group beneficiaries

 

(9)

 

(17)

 

(26)

 

Shares cancelled

 

(201)

 

 –

 

(201)

 

At 31 December 2017

 

234

 

23

 

257

 

 

 

 

 

 

 

 

 

 

  

Number

 

Number

 

Number

 

 

 

of shares

 

of shares

 

of shares

 

 

    

million

    

million

    

million

 

At 1 January 2016

 

18.9

 

2.3

 

21.2

 

Shares purchased

 

24.0

 

 –

 

24.0

 

Shares transferred from treasury

 

(1.2)

 

1.2

 

 –

 

Shares transferred to Group beneficiaries

 

(0.9)

 

(2.0)

 

(2.9)

 

Shares cancelled

 

(13.0)

 

 –

 

(13.0)

 

At 31 December 2016

 

27.8

 

1.5

 

29.3

 

Shares purchased

 

3.2

 

 –

 

3.2

 

Shares transferred from treasury

 

(1.3)

 

1.3

 

 –

 

Shares transferred to Group beneficiaries

 

(0.6)

 

(1.2)

 

(1.8)

 

Shares cancelled

 

(13.5)

 

 –

 

(13.5)

 

At 31 December 2017

 

15.6

 

1.6

 

17.2

 


158ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

19.3 Dividends

 

 

 

 

 

 

 

 

 

  

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

The following dividends were declared and paid in the year:

 

  

 

  

 

  

 

Ordinary final of 18.5¢ for 2016 (2015: 19.0¢, 2014: 18.6¢) paid 10 May 2017

 

162

 

170

 

166

 

Ordinary interim of 12.3¢ for 2017 (2016: 12.3¢, 2015: 11.8¢) paid 1 November 2017

 

107

 

109

 

106

 

 

 

269

 

279

 

272

 

A final dividend for 2017 of 22.7¢ per ordinary share was proposed by the Board on 8 February 2018 and will be paid, subject to shareholder approval, on 9 May 2018 to shareholders on the Register of Members on 6 April 2018. The estimated amount of this dividend is $198m.The Group pursues a progressive dividend policy, with the aim of increasing the US Dollar value of ordinary dividends over time broadly based on the Group’s underlying growth in earnings, while taking into account capital requirements and cash flows. Future dividends will be dependent upon future earnings, the future financial condition of the Group and the Board’s dividend policy. The Board reviews the appropriate level of total annual dividend each year at the time of the full year results. The Board intends that the interim dividend will be set by a formula and will be equivalent to 40% of the total dividend for the previous year. Smith & Nephew plc, the Parent Company of the Group, is a non trading investment holding company which derives its distributable reserves from dividends paid by subsidiary companies. The distributable reserves of the parent company approximate to the balance on the profit and loss account reserve, less treasury shares and exchange reserves, which at 31 December 2017 amounted to $2,569m.

20 CASH FLOW STATEMENT

Accounting policy

In the Group cash flow statement, cash and cash equivalents includes cash at bank, other short-term liquid investments with original maturities of three months or less and bank overdrafts. In the Group balance sheet, bank overdrafts are shown within bank overdrafts and loans under current liabilities.

Analysis of net debt

                                         Borrowings  
      
 
Cash
$ million
  
  
     
 
Overdrafts
$ million
  
  
     
 
 
Due within
one year
$ million
  
  
  
     
 
 
Due after
one year
$ million
  
  
  
     
 
 
Net currency
swaps
$ million
  
  
  
     
 
Total
$ million
  
  

At 1 January 2012

     184       (23     (283     (16            (138

Net cash flow

     (10     12       256       (414     1       (155
Exchange adjustment     4                            1       5  

At 31 December 2012

     178       (11     (27     (430     2       (288

Net cash flow

     (38            (6     84       1       41  
Exchange adjustment     (3                   (1     (2     (6

At 31 December 2013

     137       (11     (33     (347     1       (253

Net cash flow

     (35     (19     22       (1,322     11       (1,343
Exchange adjustment     (9     2              3       (13     (17
At 31 December 2014     93       (28     (11     (1,666     (1     (1,613

Reconciliation of net cash flow to movement in net debt

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Net cash flow from cash net of overdrafts

     (54     (38     2  

Settlement of currency swaps

     11       1       1  
Net cash flow from borrowings     (1,300     78       (158

Change in net debt from net cash flow

     (1,343     41       (155
Exchange adjustment     (17     (6     5  

Change in net debt in the year

     (1,360     35       (150
Opening net debt     (253     (288     (138
Closing net debt     (1,613     (253     (288

Cash and cash equivalents

For the purposes of the Group Cash Flow Statement cash and cash equivalents at 31 December 2014 compriseincludes cash at bank, netother short-term liquid investments with original maturities of three months or less and bank overdrafts.

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Cash at bank

     93       137       178  
Bank overdrafts     (28     (11     (11
Cash and cash equivalents     65       126       167  

LOGO

Smith & Nephew Annual report 2014            155


FINANCIAL STATEMENTS

Notes to In the Group accountscontinuedbalance sheet, bank overdrafts are shown within bank overdrafts and loans under current liabilities.

Analysis of net debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

    

 

    

 

    

Due within

    

Due after

    

Net

    

Net

    

 

 

 

 

Cash

 

Overdrafts

 

one year

 

one year

 

currency swaps

 

interest swaps

 

Total

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

At 1 January 2015

 

93

 

(28)

 

(11)

 

(1,666)

 

(1)

 

 –

 

(1,613)

 

Net cash flow impact

 

34

 

 9

 

(17)

 

231

 

15

 

 1

 

273

 

Exchange adjustment

 

(7)

 

 1

 

 –

 

 1

 

(16)

 

 –

 

(21)

 

At 31 December 2015

 

120

 

(18)

 

(28)

 

(1,434)

 

(2)

 

 1

 

(1,361)

 

Net cash flow impact

 

(18)

 

(45)

 

 4

 

(129)

 

25

 

(2)

 

(165)

 

Exchange adjustment

 

(2)

 

 1

 

 –

 

(1)

 

(22)

 

 –

 

(24)

 

At 31 December 2016

 

100

 

(62)

 

(24)

 

(1,564)

 

 1

 

(1)

 

(1,550)

 

Net cash flow impact

 

64

 

49

 

 9

 

139

 

(24)

 

(1)

 

236

 

Termination of finance lease

 

 –

 

 –

 

 2

 

 3

 

 –

 

 –

 

 5

 

Exchange adjustment

 

 5

 

(1)

 

 –

 

(1)

 

25

 

 –

 

28

 

At 31 December 2017

 

169

 

(14)

 

(13)

 

(1,423)

 

 2

 

(2)

 

(1,281)

 

Reconciliation of net cash flow to movement in net debt

 

 

 

 

 

 

 

 

 

  

2017

 

2016

 

2015

 

 

    

$ million

    

$ million

    

$ million

 

Net cash flow from cash net of overdrafts

 

113

 

(63)

 

43

 

Settlement of currency swaps

 

(24)

 

25

 

15

 

Net cash flow from borrowings

 

147

 

(127)

 

215

 

Change in net debt from net cash flow

 

236

 

(165)

 

273

 

Termination of finance lease

 

 5

 

 –

 

 –

 

Exchange adjustment

 

28

 

(24)

 

(21)

 

Change in net debt in the year

 

269

 

(189)

 

252

 

Opening net debt

 

(1,550)

 

(1,361)

 

(1,613)

 

Closing net debt

 

(1,281)

 

(1,550)

 

(1,361)

 


 

 

21 Acquisitions and disposals

SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      159

Cash and cash equivalents

For the purposes of the Group cash flow statement cash and cash equivalents at 31 December 2017 comprise cash at bank net of bank overdrafts.

 

 

 

 

 

 

 

 

 

  

2017

 

2016

 

2015

 

 

     

$ million

    

$ million

    

$ million

 

Cash at bank

 

169

 

100

 

120

 

Bank overdrafts

 

(14)

 

(62)

 

(18)

 

Cash and cash equivalents

 

155

 

38

 

102

 

The Group operates in over 100 countries around the world, some of which impose restrictions over cash movement. These restrictions have only a minimal impact of the management of the Group’s cash.

Cash (inflows)/outflows arising from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

 

Repayment

 

Borrowing

 

Cash

 

 

 

 

 

Proceeds from own

 

 

 

 

    

of bank

    

of bank

 

(inflow)/outflow

 

 

 

Purchase of

 

Shares/issue of

 

��

 

 

 

loans

 

loans

    

from other

    

Dividends

    

own shares

    

ordinary shares

    

Total

 

 

 

$ million

 

$ million

 

$ million

 

$ million

 

$ million

 

$ million

 

$ million

 

Debt

 

770

 

(623)

 

(24)

 

 –

 

 –

 

 –

 

123

 

Equity

 

 –

 

 –

 

 –

 

269

 

52

 

(10)

 

311

 

Total

 

770

 

(623)

 

(24)

 

269

 

52

 

(10)

 

434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

Repayment

 

Borrowing

 

Cash

 

 

 

 

 

Proceeds from own

 

 

 

 

 

of bank

 

of bank

 

(inflow)/outflow

 

 

 

Purchase of

 

Shares/issue of

 

 

 

 

    

loans

    

loans

    

from other

    

Dividends

    

own shares

    

ordinary shares

    

Total

 

 

 

$ million

 

$ million

 

$ million

 

$ million

 

$ million

 

$ million

 

$ million

 

Debt

 

797

 

(924)

 

25

 

 –

 

 –

 

 –

 

(102)

 

Equity

 

 –

 

 –

 

 –

 

279

 

368

 

(16)

 

631

 

Total

 

797

 

(924)

 

25

 

279

 

368

 

(16)

 

529

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

Repayment

 

Borrowing

 

Cash

 

 

 

 

 

Proceeds from own

 

 

 

 

 

of bank

 

of bank

 

(inflow)/outflow

 

 

 

Purchase of

 

Shares/issue of

 

 

 

 

    

loans

    

loans

    

from other

    

Dividends

    

own shares

    

ordinary shares

    

Total

 

 

 

$ million

 

$ million

 

$ million

 

$ million

 

$ million

 

$ million

 

$ million

 

Debt

 

1,088

 

(873)

 

15

 

 –

 

 –

 

 –

 

230

 

Equity

 

 –

 

 –

 

 –

 

272

 

77

 

(21)

 

328

 

Total

 

1,088

 

(873)

 

15

 

272

 

77

 

(21)

 

558

 

 

ACCOUNTING POLICY

21 ACQUISITIONS AND DISPOSALS

Accounting policy

The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.

21.1 Acquisitions

Year ended 31 December 2014

Acquisition of ArthroCare

On 29 May 2014, the Group acquired 100% of the shares of ArthroCare Corporation, an innovative medical device company with a highly complementary sports medicine portfolio. The purchase price was $48.25 per share, paid in cash with the fair value of the totalcontingent consideration equalling $1,715m. The acquisition was financed through existing debt facilitiesare recognised in profit or loss.


160ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE GROUP ACCOUNTS continued

21.1 Acquisitions

Year ended 31 December 2017

During the year ended 31 December 2017, the Group acquired one medical technology business deemed to be a business combination within the scope of IFRS 3 BusinessCombinations.

On 5 December 2017, the Group completed the acquisition of 100% of the share capital of Rotation Medical Inc., a developer of a novel tissue regeneration technology for shoulder rotator cuff repair. The acquisition furthers our strategy to invest in disruptive technologies that accelerate the transformation of Smith & Nephew to higher growth. The maximum consideration payable of $210m has a fair value of $196m and includes $17m of deferred and $72m of contingent consideration. The fair value of the contingent consideration is determined from the acquisition agreement, the Board-approved acquisition model and a risk-free discount rate of 2.5%. The maximum contingent consideration is $85m. The provisional fair values of assets acquired and liabilities assumed are set out below:

$ million

Intangible assets

61

Property, plant & equipment and inventory

 3

Trade and other receivables

 2

Trade and other payables

(3)

Net deferred tax assets

 1

Net assets

64

Goodwill

132

Consideration (net of $nil cash balances, including an existing $1 billion revolving credit facility and a new two-year $1.4 billion term loan facility, established in February 2014.acquired)

The acquisition is deemed to be a business combination within the scope of IFRS 3Business Combinations. The fair values shown below are provisional. If new information is obtained within the measurement period about facts and circumstances that existed at the acquisition date, the acquisition accounting will be revised. The provisional estimate of the goodwill arising on the acquisition is $829m. It relates to the value of the additional economic benefits expected from the transaction, including synergies and the assembled workforce. The goodwill recognised is not expected to be deductible for tax purposes.

The following table summarises the consideration transferred, and the recognised amounts196

The goodwill is attributable to the control premium, the acquired workforce and the synergies that can be expected from integrating Rotation Medical, Inc. into the Group’s existing business. The goodwill is not expected to be deductible for tax purposes.

During the year ended 31 December 2017, the contribution to revenue and attributable profit from this acquisition is immaterial. If the acquisition had occurred at the beginning of the year, its contribution to revenue and attributable profit would have also been immaterial.

Year ended 31 December 2016

During the year ended 31 December 2016, the Group acquired two medical technology businesses deemed to be business combinations within the scope of IFRS 3 BusinessCombinations. The acquisition accounting was completed during 2017 with no measurement adjustments made.

On 4 January 2016, the Group completed the acquisition of 100% of the share capital of Blue Belt Holdings Inc., a business specialising in robotic technologies. The acquisition secures a leading position in the fast growing area of Orthopaedic robotics-assisted surgery. The fair value of consideration is $265m and includes $51m deferred consideration. The fair values of assets acquired were:

$ million

Aggregate identifiable assets acquired and liabilities assumed at the acquisition date.

 

Intangible assets

70

Property, plant & equipment and inventory

13

Trade and other payable

(11)

Provisions

(10)

Deferred tax assets

16

Net assets

78

Goodwill

184

Consideration (net of $3m cash acquired)

262

$ million

The goodwill is attributable to the revenue synergies of providing a full robotic surgery offering and future applications of the technological expertise. The goodwill is not expected to be deductible for tax purposes.

On 8 January 2016 the Group completed the acquisition of BST-CarGel, a first-line cartilage repair product from Piramal Healthcare (Canada) Limited. The fair value of the consideration is $42m and included $37m of deferred and contingent consideration. The fair values of net assets acquired are: product intangible assets of $15m, inventory of $1m, and a deferred tax liability of $1m. The goodwill, which is expected to be deductible for tax purposes, arising on the acquisition is $27m, is attributable to the future penetration into new markets expected from the transaction.

During the year ended 31 December 2016, the contribution to revenue and attributable profit from these acquisitions is immaterial. If the acquisitions had occurred at the beginning of the year, their contribution to revenue and attributable profit would have also been immaterial.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      161

Year ended 31 December 2015

During the year ended 31 December 2015, the Group acquired its distributor in Colombia and its distributor and a manufacturer in Russia. The acquisitions are deemed to be business combinations within the scope of IFRS 3 Business Combinations. The aggregated total fair value of the consideration was $68m and included $23m of contingent consideration and $13m through the settlement of working capital commitments. The acquisition accounting was completed in 2016 with no measurement adjustments being made.

The following table summarises the aggregate consideration transferred and the aggregate fair value amounts of assets acquired and liabilities assumed at the acquisition date:

$ million

Identifiable assets acquired and liabilities assumed

Property, plant and equipment

60

Inventories

66

Trade receivables and prepayments

54

Identifiable intangible assets

817

Investments in associates

4

Trade and other payables

(74

Provisions

(19

Current tax payable

(18
Deferred tax liabilities(173

Net assets

717
Goodwill829
Consideration (net of $169m of cash acquired)1,546

The recognised amounts of assets acquired and liabilities assumed are different from those disclosed previously as adjustments to provisional values continue to be recorded during the measurement period. None of the adjustments posted to date are material.

The Group incurred acquisition related costs of $21m relating to professional and advisor fees. These costs have been recognised in administrative expenses in the income statement.

ArthroCare’s contribution to Group revenue was $207m for the year ended 31 December 2014, representing approximately seven months of sales. This gave rise to a pre-tax profit of $28m after amortisation of acquisition intangibles. Had ArthroCare been acquired on 1 January 2014, the Group’s revenues would have been $147m higher and pre-tax profit would have been $5m higher.

Acquisition of Brazilian distributor

On 17 March 2014 the Group acquired certain assets and liabilities related to the distribution business for its sports medicine, orthopaedic reconstruction, and trauma products in Brazil. The acquisition is deemed to be a business combination within the scope of IFRS 3Business Combinations. The acquisition date fair value of the consideration was $31m and included deferred consideration of $26m and $5m in relation to the settlement of working capital commitments. The deferred consideration was subsequently settled during the second quarter.

 

  

 

156Smith & Nephew Annual report 2014Intangible assets


 

19

 

As at the acquisition date, the estimated value of the netOther assets acquired was $16m, which included trade and other receivables of $12m, identifiable intangible1

29

Liabilities

(14)

Net assets of $16m, inventory of $4m, property, plant and equipment of $2m, trade payables

34

Goodwill

34

Consideration (net of $1m provisions of $5m, current tax payable of $4m and deferred tax liabilities of $8m. As a result, the provisional estimate of goodwill arising on the acquisition was $15m. This is attributable to the additional economic benefits expected from the acquisition, including the assembled workforce, which has been transferred as part of the acquisition. The goodwill is not expected to be deductible for tax purposes.

The recognised amounts of assets acquired and liabilities assumed have been determined on a provisional basis. If new information is obtained within the measurement period about facts and circumstances that existed at the acquisition date, the acquisition accounting will be revised.

The contribution to revenue and attributable profit from this acquisition for the year ended 31 December 2014 was immaterial. If the acquisition had occurred at the beginning of the year its contribution to revenue and attributable profit for the year ended 31 December 2014 would also have been immaterial.

Year ended 31 December 2013

Acquisition of Turkish distributor

On 30 September 2013, the Group acquired certain assets and liabilities in respect of a Turkish business, which distributes products related to orthopaedic reconstruction, trauma, sports medicine and arthroscopic technologies.

The acquisition is deemed to be a business combination within the scope of IFRS 3.

The estimated fair value of the consideration is $63m and included $12m of contingent consideration in respect of agreed milestones and $36m through the settlement of working capital commitments. The accounting for acquisition was completed during 2014, with no change to the provisional values as at 31 December 2013.

The goodwill arising on the acquisition is $12m. It is attributable to the additional economic benefits expected from the transaction, including the assembled workforce, which has been transferred as part of the acquisition. The goodwill recognised is expected to be deductible for tax purposes.

The following table summarises the consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date.

$ million

Identifiable assets acquired and liabilities assumed

Property, plant and equipment

4

Inventories

8

Trade receivables and prepayments

24

Identifiable intangible assets

17
Payables and accruals(2

Net assets

51
Goodwill12
Cost of acquisition63

The Group incurred acquisition-related costs of $4m, primarily related to external legal fees and due diligence costs. These costs have been recognised in administrative expenses in the Group’s income statement.

In 2013, the contribution to revenue and attributable profit from the acquisition was immaterial. If the acquisition had occurred at the beginning of the year the contribution to revenue and attributable profit would have also been immaterial.

Other acquisitions

During the year ended 31 December 2013, the Group acquired a Brazilian distributor of its advanced wound management products and a business based in India primarily engaged in the manufacture and distribution of trauma products. These acquisitions are deemed to be business combinations within the scope of IFRS 3.

The aggregated total fair value of the consideration was $63m and included $2m of contingent consideration and $2m through the settlement of working capital commitments. The accounting for both acquisitions was completed during 2014, with no change to the provisional values as at 31 December 2013.

As at the acquisition date, the aggregated fair value of the net assets acquired was $38 million, which included property, plant and equipment of $1m, inventory of $4m, trade receivables and prepayments of $3m, identifiable intangible assets of $47m, payables and accruals of $3m and deferred tax liabilities of $14m.

The goodwill arising on the acquisitions is $25m. This is attributable to the additional economic benefits expected from the transactions, including the assembled workforces, which have been transferred as part of the acquisitions. The goodwill recognised is not expected to be deductible for tax purposes.

In 2013, the contribution to revenue and attributable profit from these acquisitions was immaterial. If these acquisitions had occurred at the beginning of 2013 their contribution to revenue and attributable profit would have also been immaterial.

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Smith & Nephew Annual report 2014            157


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

21 Acquisitions and disposalscontinued

21.2 Disposal of business

Year ended 31 December 2014

During the fourth quarter of 2014, the Group disposed of a manufacturing facility in the UK for cash consideration of $20 million, resulting in a pre-tax gain on disposal of $9 million. The 2014 revenue and profit contribution of the disposed business was immaterial.acquired)

22 Operating leases

ACCOUNTING POLICY

 

68

1

Including net cash of $1m.

The aggregated goodwill arising on the acquisitions is $34m. This is attributable to the additional economic benefits expected from the transactions, including the assembled workforces, which have been transferred as part of the acquisitions. The goodwill recognised is not deductible for tax purposes. The contribution to revenue and attributable profit from these acquisitions for the year ended 31 December 2015 was immaterial. If the acquisitions had occurred at the beginning of the year, their contributions to revenue and attributable profit for the year ended 31 December 2015 would also have been immaterial.

21.2 Disposal of business

During the year ended 31 December 2016, the Group disposed of its Gynaecology business for cash consideration of $350m. The net assets disposed included $6m plant and equipment, and $4m inventory. Disposal related costs of $7m and liabilities of $7m resulted in a pre-tax gain on disposal of $326m.

For the years ended 31 December 2015 and 31 December 2017, the Group did not dispose of any businesses.

22 OPERATING LEASES

Accounting policy

Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the Group. All other leases are classified as operating leases.

Payments under operating leases are expensed in the income statement on a straight line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Future minimum lease payments under non-cancellable operating leases fall due as follows:

     2014  $ million     2013  $ million 

Land and buildings:

        

Within one year

    34     30 

After one and within two years

    25     22 

After two and within three years

    18     16 

After three and within four years

    12     13 

After four and within five years

        
After five years        
     105     93 

Other assets:

        

Within one year

    15     15 

After one and within two years

        

After two and within three years

        
After three and within four years        
     31     30 

158Smith & Nephew Annual report 2014


23 Other Notes to the accounts

23.1 Share-based payments

ACCOUNTING POLICY

The Group operates a number of equity-settled executive and employee share plans. For all grants of share options and awards, the fair value at the grant date is calculated using appropriate option pricing models. The grant date fair value is recognised over the vesting period as an expense, with a corresponding increase in retained earnings.

Employee plans

The Smith & Nephew Sharesave Plan (2002) (adopted by shareholders on 3 April 2002) (the Save As You Earn (‘SAYE’) plan), the Smith & Nephew International Sharesave Plan (2002), Smith & Nephew France Sharesave Plan (2002), Smith & Nephew Sharesave Plan (2012) (the Save As You Earn (‘SAYE 2012’) plan) (adopted by shareholders on 12 April 2012), Smith & Nephew International Sharesave Plan (2012) (adopted by shareholders on 12 April 2012) and Smith & Nephew France Sharesave Plan (2012) (adopted by shareholders on 12 April 2012) are together termed the “Employee Plans”.

The SAYE and SAYE 2012 plans are available to all employees in the UK employed by participating Group companies, subject to three months’ service. The schemes enable employees to save up to £250 per month and give them an option to acquire shares based on the committed amount to be saved. The option price is not less than 80% of the average of middle market quotations of the ordinary shares on the three dealing days preceding the date of invitation. The Smith & Nephew International Sharesave Plan (2002) and Smith & Nephew International Sharesave Plan (2012) are available to employees in Australia, Austria, Belgium, Canada, China, Denmark, Finland, France, Germany, Hong Kong, India, Ireland, Italy, Japan, South Korea, Mexico, the Netherlands, New Zealand, Norway, Poland, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland and the United Arab Emirates. Puerto Rico participants were eligible to receive options under the International Plans up to 2011 and were eligible to receive phantom options from 2013 onwards. The Smith & Nephew France Sharesave Plans were available to all employees in France up to 2012. The International and French plans operate on a substantially similar basis to the SAYE plans.

Employees in the US are able to participate in the Employee Stock Purchase Plan, which gives them the opportunity to acquire shares, in the form of ADSs, at a discount of 15% (or more if the shares appreciate in value during the plan’s quarterly purchase period) to the market price, through a regular savings plan.

Executive plans

The Smith & Nephew 2001 UK Approved Share Option Plan, the Smith & Nephew 2001 UK Unapproved Share Option Plan, the Smith & Nephew 2001 US Share Plan (adopted by shareholders on 4 April 2001), the Smith & Nephew 2004 Executive Share Option Plan (adopted by shareholders on 6 May 2004) and the Smith & Nephew Global Share Plan 2010 (adopted by shareholders on 6 May 2010) are together termed the ‘Executive Plans’.

Under the terms of the Executive Plans,lease transfer substantially all the Remuneration Committee, consistingrisks and rewards of Non-Executive Directors, may at their discretion approveownership to the grant of options to employeesGroup. All other leases are classified as operating leases.

Payments under operating leases are expensed in the income statement on a straight-line basis over the term of the Group to acquire ordinary shares inlease. Lease incentives received are recognised as an integral part of the Company. Options granted undertotal lease expense, over the Smithterm of the lease.

Future minimum lease payments under non-cancellable operating leases fall due as follows:

 

 

 

 

 

 

 

  

2017

 

2016

 

 

    

$ million

    

$ million

 

Land and buildings:

 

  

 

  

 

Within one year

 

40

 

33

 

After one and within two years

 

35

 

27

 

After two and within three years

 

27

 

23

 

After three and within four years

 

23

 

16

 

After four and within five years

 

19

 

13

 

After five years

 

56

 

41

 

 

 

200

 

153

 

Other assets:

 

  

 

  

 

Within one year

 

17

 

15

 

After one and within two years

 

11

 

11

 

After two and within three years

 

 5

 

 6

 

After three and within four years

 

 1

 

 2

 

 

 

34

 

34

 


162ACCOUNTS

SMITH & Nephew 2001 US Share Plan (the ‘US Plan’) and the Smith & Nephew 2004 Executive Share Option Plan are to acquire ADSs or ordinary shares. For Executive Plans adopted in 2001 and 2004, the market value is the average quoted price of an ordinary share for the three business days preceding the date of grant or the average quoted price of an ADS or ordinary share, for the three business days preceding the date of grant or the quoted price on the date of grant if higher. For the Global Share Plan adopted in 2010 the market value is the closing price of an ordinary share or ADS on the last trading day prior to the grant date. With the exception of options granted under the 2001 US Plan and the Global Share Plan 2010, the vesting of options granted from 2001 is subject to achievement of a performance condition. Options granted under the 2001 US Plan and the Global Share Plan 2010 are not subject to any performance conditions. Prior to 2008, the 2001 US Plan options became cumulatively exercisable as to 10% after one year, 30% after two years, 60% after three years and the remaining balance after four years. With effect from 2008, options granted under the 2001 US Plan became cumulatively exercisable as to 33.3% after one year, 66.7% after two years and the remaining balance after the third year. The 2001 UK Unapproved Share Option Plan was open to certain employees outside the US and the US Plan was open to certain employees in the US, Canada, Mexico and Puerto Rico. The Global Share Plan 2010 is open to employees globally. The 2004 Plan was open to Senior Executives only.NEPHEW ANNUAL REPORT 2017

23 OTHER NOTES TO THE ACCOUNTS

23.1 Share-based payments

Accounting policy

The maximum termGroup operates a number of options granted, underequity-settled executive and employee share plans. For all plans, is 10 years from the date of grant. All share option plans are settled in shares.

From 2012 onwards Senior Executives were granted share awards insteadgrants of share options and from 2013 executives were granted conditional share awards, instead of share options. The awards vest 33.3% after one year, 66.7% after two years and the remaining balance after the third year subject to continued employment. There are no performance conditions for executives. Vesting for senior executives is subject to personal performance levels. The market value used to calculate the number of awards is the closing price of an ordinary share on the last trading day prior to the grant date.

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Smith & Nephew Annual report 2014            159


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

23 Other Notes to the accountscontinued

23.1 Share based payments continued

At 31 December 2014 8,708,000 (2013 – 13,601,000, 2012 – 19,690,000) options were outstanding under share option plans as follows:

           
 
 
Number of
shares
Thousand
  
  
  
     
 
 
Range of option
exercise prices
Pence
  
  
  
     
 
 
Weighted average
exercise price
Pence
  
  
  

Employee Plans:

                

Outstanding at 1 January 2012

         3,580       348.0 – 640.0       432.8  

Granted

         947       535.0 – 535.0       535.0  

Forfeited

         (402     348.0 – 609.0       434.5  

Exercised

         (925     348.0 – 609.0       396.0  

Expired

          (38     348.0 – 640.0       496.2  

Outstanding at 31 December 2012

         3,162       380.0 – 609.0       473.1  

Granted

         1,178       625.0       625.0  

Forfeited

         (174     380.0 – 625.0       488.2  

Exercised

         (751     380.0 – 609.0       453.8  

Expired

          (128     380.0 – 625.0       490.0  

Outstanding at 31 December 2013

         3,287       380.0 – 625.0       530.5  

Granted

         799       831.0       831.0  

Forfeited

         (289     380.0 – 831.0       533.8  

Exercised

         (743     380.0 – 625.0       436.2  

Expired

          (18     461.0 – 556.0       465.7  

Outstanding at 31 December 2014

          3,036       380.0 – 831.0      632.7  

Options exercisable at 31 December 2014

         94       380.0 – 585.0       439.6  

Options exercisable at 31 December 2013

         71       461.0 – 556.0       467.8  

Options exercisable at 31 December 2012

          152       380.0 – 609.0       400.8  

Executive Plans:

                

Outstanding at 1 January 2012

         23,736       409.5 – 703.0       561.2  

Granted

         3,046       642.0 – 650.0       650.0  

Forfeited

         (954     479.0 – 703.0       569.0  

Exercised

         (8,740     434.0 – 651.0       547.7  

Expired

          (560     435.5 – 637.8       588.7  

Outstanding at 31 December 2012

         16,528       409.5 – 680.5       583.3  

Forfeited

         (118     514.0 – 650.0       618.8  

Exercised

         (5,540     435.5 – 671.0       568.0  

Expired

          (556     435.5 – 650.0       582.3  

Outstanding at 31 December 2013

         10,314       409.5 – 680.5       591.1  

Forfeited

         (115     599.0 – 650.0       645.0  

Exercised

         (4,114     454.0 – 671.0       583.0  

Expired

          (413     409.5 – 650.0       587.8  

Outstanding at 31 December 2014

          5,672       470.0 – 680.5       596.2  

Options exercisable at 31 December 2014

         4,713       470.0 – 680.5       585.3  

Options exercisable at 31 December 2013

         6,631       409.5 – 680.5       571.1  

Options exercisable at 31 December 2012

          8,512       409.5 – 680.5       562.7  

The weighted average remaining contractual life of options outstanding at 31 December 2014 was 5.8 years (2013 – 6.2 years, 2012 – 6.6 years) for Executive Plans and 2.5 years (2013 – 2.5 years, 2012 – 2.6 years) for Employee Plans.

160Smith & Nephew Annual report 2014


           

2014 

pence 

    

2013

pence

    

2012 

pence 

Weighted average share price    994.4     764.7    640.5 

 

Options granted during the year were as follows:

 

        
   

Options

granted

Thousand

  

Weighted

average fair

value per

option at

grant date

Pence

    

Weighted 

average  share price at 

grant date 

Pence 

    

Weighted

average

exercise

price

Pence

    

Weighted 

average 

option life 

Years 

Employee Plans  799  255.8    1069.0     831.0    3.9 

The weighted average fair value of options granted under Employee Plans during 2013 was 203.9p (2012 – 184.0p) and those under Executive Plans during 2013 was nil (2012 – 148.7p).

Options granted under Employee Plans are valued using the Black-Scholes option model as management consider that options granted under these plans are exercised within a short period of time after the vesting date.

For all plans the inputs to the option pricing models are reassessed for each grant. The following assumptions were used in calculating the fair value of options granted:

      Employee plans           Executive plans 
     2014     2013    2012          2014     2013    2012 

Dividend yield %

    2.0     2.0    1.5         –         1.5 

Expected volatility % (i)

    20.0     25.0    25.0         –         25.0 

Risk free interest rate % (ii)

    1.3     1.3    1.3         –         1.2 

Expected life in years

    3.9     3.8    3.8          –         10.0 

(i)Volatilityat the grant date is assessed on a historic basis primarily based on past share price movements over the expected life of the options.
(ii)The risk free interest rate reflects the yields available on zero coupon government bonds over the option term and currency.

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Smith & Nephew Annual report 2014            161


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

23 Other Notes to the accountscontinued

23.1 Share based payments continued

Share-based payments – long-term incentive plans

In 2004, a share-based incentive plan was introduced for Executive Directors, Executive Officers and the next level of Senior Executives. The plan included a Performance Share Plan (‘PSP’) and a Bonus Co-Investment Plan (‘CIP’).

Vesting of the PSP awards is dependent upon performance relative to the FTSE 100 and an index based on major international companies in the medical devices industry.

Under the CIP, participants could elect to use up to a maximum of one-half of their annual bonus to purchase shares. If the shares are held for three years and the Group’s EPSA growth targets are achieved participants receive an award of matching shares for each share purchased.

From 2009, the CIP was replaced by the Deferred Bonus Plan. This plan was designed to encourage Executives to build up and maintain a significant shareholding in the Company. Under the plan, up to one-third of any bonus earned at target level or above by an eligible employee was compulsorily deferred into shares which vested, subject to continued employment, in equal annual tranches over three years (ie one-third each year). No further performance conditions applied to the deferred shares.

From 2010, Performance Share awards were granted under the Global Share Plan 2010 for all Executives other than Executive Directors. Awards granted under both plans are combined to provide the figures below.

From 2012, Deferred Bonus Plan and GSP 2010 options for Executive Directors, Executive Officers and the next level of Senior Executives were replaced by Equity Incentive Awards (‘EIA’). EIA are designed to encourage Executives to build up and maintain a significant shareholding in the Company. EIA will vest, in equal annual tranches over three years (ie one-third each year), subject to continued employment and personal performance. No further performance conditions apply to the EIA.

The fair values of awards granted under long-term incentive plans are calculated using a binomial model. Performance Share awards under both the PSP and Global Share Plan 2010 contain vesting conditions based on TSR versus a comparator group which represent market-based performance conditions for valuation purposes and an assessment of vesting probabilityappropriate option pricing models. The grant date fair value is therefore factored into the award date calculations. The assumptions include the volatilities for the comparator groups. A correlation of 40% (2013 – 40%, 2012 – 35%) has also been assumed for the companies in the medical devices sector as they are impacted by similar factors. The Performance Target for the Global Share Plan 2010 is a combination of Free Cash Flow growth, Revenue in Emerging & International Markets and the Group’s TSR performancerecognised over the three-year performance period.

The other assumptions used are consistentvesting period as an expense, with the Executive scheme assumptions disclosed earliera corresponding increase in this note.

At 31 December 2014 the maximum number of shares that could be awarded under the Group’s long-term incentive plans was:

                        Number of shares in Thousands  
     Other               Deferred      
     Awards     EIA     PSP     Bonus Plan     Total  

Outstanding at a January 2012

    794     –     6,268     492     7,554  

Awarded

    187     1,060     2,190     –     3,437  

Vested

    (263)    (49)    (1,785)    (287)    (2,384) 
Forfeited    –     (82)    (1,431)    (41)    (1,554) 

Outstanding at 31 December 2012

    718     929     5,242     164     7,053  

Awarded

    1,179     785     1,963     –     3,927  

Vested

    (437)    (379)    (411)    (115)    (1,342) 
Forfeited    (11)    (51)    (1,597)    (5)    (1,664) 

Outstanding at 31 December 2013

    1,449     1,284     5,197     44     7,974  

Awarded

    751     642     1,510     –     2,903  

Vested

    (583)    (751)    –     (44)    (1,378) 
Forfeited    (96)    (24)    (2,188)    –     (2,308) 

Outstanding at 31 December 2014

    1,521     1,151     4,519     –     7,191  

Other awards mainly comprises of conditional share awards granted under the Global Share Plan 2010.

The weighted average remaining contractual life of awards outstanding at 31 December 2014 was 1.1 years (2013 – 1.4 years, 2012 – 0.8 years) for the PSP, nil years (2013 – 0.2 years, 2012 – 0.9 years) for the Deferred Bonus Plan, 1.5 years (2013 – 1.8 years) for the EIA and 2.0 years (2013 – 2.1 years, 2012 – 0.9 years) for the other awards.

162Smith & Nephew Annual report 2014


Share-based payments – charge to income statement

The expense charged to the income statement for share-based payments is as follows:

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Granted in current year

     9       10       9  
Granted in prior years     23       18       25  
Total share-based payments expense for the year     32       28       34  

Under the Executive Plans, PSP, EIA and CIP the number of ordinary shares over which options and share awards may be granted is limited so that the number of ordinary shares issued or that may be issued during the 10 years preceding the date of grant shall not exceed 5% of the ordinary share capital at the date of grant. The total number of ordinary shares which may be issuable in any 10-year period under all share plans operated by the Company may not exceed 10% of the ordinary share capital at the date of grant.

23.2 Related party transactions

Trading transactions

In the course of normal operations, the Group traded with its associates detailed in Note 11. The aggregated transactions, which have not been disclosed elsewhere in the financial statements, are summarised below:

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Sales to the associates

            5       14  
Purchases from the associates     1       2       8  

All sale and purchase transactions occur on an arm’s length basis.

Key management personnel

The remuneration of executive officers (including Non-executive Directors) during the year is summarised below:

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Short-term employee benefits

     14       15       16  

Share-based payments expense

     8       11       10  

Pension and post-employment benefit entitlements

     1       1       1  
Other benefits     3                
      26       27       27  

LOGO

Smith & Nephew Annual report 2014            163


FINANCIAL STATEMENTS

Notes to the Group accountscontinued

23 Other Notes to the accountscontinued

23.3 Principal subsidiary undertakings

The information provided below is given for principal trading and manufacturing subsidiary undertakings, all of which are 100% owned, in accordance with Section 410 of the Companies Act 2006. A full list will be appended to Smith & Nephew’s next annual return to Companies House:

Company NameActivityCountry of operation and incorporation

UK:

T. J. Smith & Nephew, Limited

Medical DevicesEngland & Wales
Smith & Nephew ARTC LimitedMedical DevicesEngland & Wales

Continental Europe:

Smith & Nephew GmbH

Medical Devices

Austriaretained earnings.

ArthroCare Belgium SPRL

Medical Devices

Belgium

Smith & Nephew SA-NV

Medical Devices

Belgium

Smith & Nephew A/S

Medical Devices

Denmark

Smith & Nephew Oy

Medical Devices

Finland

Smith & Nephew SAS

Medical Devices

France

Smith & Nephew Orthopaedics GmbH

Medical Devices

Germany

Smith & Nephew GmbH

Medical Devices

Germany

Smith & Nephew Hellas SA

Medical Devices

Greece

Smith & Nephew Limited

Medical Devices

Ireland

Smith & Nephew Srl

Medical Devices

Italy

Smith & Nephew Nederland CV

Medical Devices

Netherlands

Smith & Nephew A/S

Medical Devices

Norway

Smith & Nephew Sp Zoo

Medical Devices

Poland

Smith & Nephew Lda

Medical Devices

Portugal

Smith & Nephew SAU

Medical Devices

Spain

Smith & Nephew AB

Medical Devices

Sweden

Smith & Nephew Manufacturing AG

Medical Devices

Switzerland

Smith & Nephew Orthopaedics AG

Medical Devices

Switzerland

Smith & Nephew Schweiz AG

Medical DevicesSwitzerland

US:

ArthroCare Corporation

Medical DevicesUnited States

ArthroCare Medical Corporation

Medical DevicesUnited States

Smith & Nephew Inc.

Medical DevicesUnited States

164Smith & Nephew Annual report 2014


The Group operates the following equity-settled executive and employee share plans: Smith & Nephew 2001 US Share Plan, Smith & Nephew Global Share Plan 2010, Smith & Nephew ShareSave Plan (2012), Smith & Nephew International ShareSave Plan (2012) and the Smith & Nephew France ShareSave plan (2012). At 31 December 2017, 5,277,000 options (2016: 5,780,000, 2015: 7,235,000) were outstanding with a range of exercise prices from 535 to 1,092 pence.

At 31 December 2017, the maximum number of shares that could be awarded under the Group’s long-term incentive plans was 5,854,000 (2016: 5,807,000; 2015: 6,402,000). These include conditional share awards granted to senior employees and equity and performance share awards granted to senior executives under the Global Share Plan 2010.

The expense charged to the income statement for share-based payments for the year is $31m (2016: $27m, 2015: $30m).

23.2 Related party transactions

Trading transactions

In the course of normal operations, the Group traded with its associates detailed in Note 11. The aggregated transactions, which have not been disclosed elsewhere in the financial statements are $nil (2016: $nil, 2015: $nil).

Key management personnel

The remuneration of executive officers (including Non-Executive Directors) during the year is summarised below:

 

 

 

 

 

 

 

 

 

  

2017

  

2016

  

2015

  

 

    

$ million

    

$ million

    

$ million

 

Short-term employee benefits

 

15

 

15

 

16

 

Share-based payments expense

 

 7

 

 7

 

 8

 

Pension and post-employment benefit entitlements

 

 1

 

 1

 

 1

 

Compensation for loss of office

 

 3

 

 –

 

 –

 

 

 

26

 

23

 

25

 

 

 

24 POST BALANCE SHEET EVENTS

Subsequent to the year end the Group announced its Accelerating Performance and Execution (APEX) programme. This is a five-year effort to make key enhancements to the Group’s business and ways of working in Manufacturing, Warehousing and Distribution, General and Administrative Expenses and Commercial Effectiveness. The programme is expected to require a one-off cash cost of $240m of which a charge of around $100m is expected in 2018. No provisions have been recorded in respect of this programme as at 31 December 2017. A constructive obligation in relation to this programme had not arisen at 31 December 2017 as the Group had not announced the main features of the programme nor raised a valid expectation in those employees affected by the programme.


SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      163

COMPANY FINANCIAL STATEMENTS

COMPANY BALANCE SHEET

 

 

 

 

 

 

 

 

 

  

 

  

At 31 December

  

At 31 December

  

 

 

 

 

2017

 

2016

 

 

    

Notes

    

$ million

    

$ million

 

Fixed assets:

 

  

 

  

 

  

 

Investments

 

 2

 

7,092

 

5,322

 

Current assets:

 

  

 

  

 

  

 

Debtors

 

 3

 

1,084

 

824

 

Cash and bank

 

 5

 

88

 

14

 

 

 

  

 

1,172

 

838

 

Creditors: amounts falling due within one year:

 

  

 

  

 

  

 

Borrowings

 

 5

 

(4)

 

(41)

 

Other creditors

 

 4

 

(1,202)

 

(814)

 

 

 

  

 

(1,206)

 

(855)

 

Net current liabilities

 

  

 

(34)

 

(17)

 

Total assets less current liabilities

 

  

 

7,058

 

5,305

 

Creditors: amounts falling due after one year:

 

  

 

  

 

  

 

Borrowings

 

 5

 

(1,423)

 

(1,559)

 

Total assets less total liabilities

 

  

 

5,635

 

3,746

 

 

 

 

 

 

 

 

 

Equity shareholders’ funds:

 

  

 

  

 

  

 

Called up equity share capital

 

  

 

178

 

180

 

Share premium account

 

  

 

605

 

600

 

Capital redemption reserve

 

  

 

17

 

15

 

Capital reserve

 

  

 

2,266

 

2,266

 

Treasury shares

 

  

 

(257)

 

(432)

 

Exchange reserve

 

  

 

(52)

 

(52)

 

Profit and loss account

 

  

 

2,878

 

1,169

 

Shareholders’ funds

 

  

 

5,635

 

3,746

 

The accounts were approved by the Board and authorised for issue on 22 February 2018 and signed on its behalf by:

Roberto Quarta

Olivier Bohuon

Graham Baker

Chairman

Chief Executive Officer

Chief Financial Officer

 

Company NameActivityCountry of operation and incorporation

Africa, Asia, Australasia and Other America:

Smith & Nephew Pty Limited

Medical Devices

Australia

Smith & Nephew Surgical Pty Limited

Medical Devices

Australia

Smith & Nephew Comercio de Productos Medicos LTDA

Medical Devices

Brazil

Smith & Nephew Inc.

Medical Devices

Canada

Smith & Nephew (Alberta) Inc.

Medical Devices

Canada

Tenet Medical Engineering Inc.

Medical Devices

Canada

Smith & Nephew Medical (Shanghai) Limited

Medical Devices

China

Smith & Nephew Medical (Suzhou) Limited

Medical Devices

China

Smith & Nephew Orthopaedics (Beijing) Limited

Medical Devices

China

ArthroCare Costa Rica SRL

Medical Devices

Costa Rica

Smith & Nephew Curaçao NV

Medical Devices

Curaçao

Smith & Nephew Limited

Medical Devices

Hong Kong

Adler Mediequip Private Limited

Medical Devices

India

Smith & Nephew Healthcare Private Limited

Medical Devices

India

Smith & Nephew Endoscopy KK

Medical Devices

Japan

Smith & Nephew Orthopaedics KK

Medical Devices

Japan

Smith & Nephew Wound Management KK

Medical Devices

Japan

Smith & Nephew Chusik Hoesia

Medical Devices

Korea

Smith & Nephew Healthcare Sdn Berhad

Medical Devices

Malaysia

Smith & Nephew SA de CV

Medical Devices

Mexico

Smith & Nephew Limited

Medical Devices

New Zealand

Smith & Nephew Surgical Limited

Medical Devices

New Zealand

Smith & Nephew Inc.

Medical Devices

Puerto Rico

LLC Smith & Nephew

Medical Devices

Russia

Smith & Nephew Pte Limited

Medical Devices

Singapore

Smith & Nephew (Pty) Limited

Medical Devices

South Africa

Smith & Nephew Limited

Medical Devices

Thailand

Smith ve Nephew Medikal Cihazlar Ticaret Limited Sirketi

Medical Devices

Turkey

Smith & Nephew FZE

Medical Devices

United Arab Emirates

LOGO

Smith & Nephew Annual report 2014            165


FINANCIAL STATEMENTS

Company balance sheet

      Notes       
 

 

At 31 December
2014

$ million

  
  

  

     
 

 

At 31 December
2013

$ million

  
  

  

Fixed assets:

            

Investments

     3       5,322       3,597  

Current assets:

            

Debtors

     4       2,143       2,140  
Cash and bank     6       1       6  
         2,144       2,146  

Creditors: amounts falling due within one year:

            

Borrowings

     6       (40     (2
Other creditors     5       (1,287     (1,590
         (1,327     (1,592
Net current assets            817       554  
Total assets less current liabilities            6,139       4,151  

Creditors: amounts falling due after one year:

            
Borrowings     6       (1,655     (335
Total assets less total liabilities            4,484       3,816  

Equity shareholders’ funds:

            

Called up equity share capital

     7       184       184  

Share premium account

     7       574       535  

Capital redemption reserve

     7       11       10  

Capital reserve

     7       2,266       2,266  

Treasury shares

     7       (315     (322

Exchange reserve

     7       (52     (52
Profit and loss account     7       1,816       1,195  
Shareholders’ funds            4,484       3,816  

The accounts were approved by the Board and authorised for issue on 25 February 2015 and signed on its behalf by:

Roberto QuartaOlivier BohuonJulie Brown
ChairmanChief Executive OfficerChief Financial Officer

The Parent Company financial statements of Smith & Nephew plc on pages 166 to 169 do not form part of the Smith & Nephew’s

Annual Report on Form 20-F as filed with the SEC.

166Smith & Nephew Annual report 2014

Picture 20   THE PARENT COMPANY FINANCIAL STATEMENTS OF SMITH & NEPHEW PLC ON PAGES 163-170 DO NOT FORM PART OF SMITH & NEPHEW’S

ANNUAL REPORT ON FORM 20-F AS FILED WITH THE SEC.


 

164

ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

COMPANY FINANCIAL STATEMENTS

STATEMENT OF CHANGES IN EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

 

 

 

 

Total

 

 

 

Share

 

Share

 

redemption

 

Capital

 

Treasury

 

Exchange

 

Profit and

 

shareholders’

 

 

 

capital

 

premium

 

reserve

 

reserves

 

shares

 

reserves

 

loss account

 

funds

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

At 1 January 2016

 

183

 

590

 

12

 

2,266

 

(294)

 

(52)

 

1,589

 

4,294

 

Attributable profit for the year

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

58

 

58

 

Net gain on cash flow hedges

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 1

 

 1

 

Exchange adjustments

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

(3)

 

(3)

 

Equity dividends paid in the year

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

(279)

 

(279)

 

Share-based payments recognised1

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

27

 

27

 

Cost of shares transferred to beneficiaries

 

 –

 

 –

 

 –

 

 –

 

40

 

 –

 

(34)

 

 6

 

New shares issued on exercise of share options

 

 –

 

10

 

 –

 

 –

 

 –

 

 –

 

 –

 

10

 

Cancellation of treasury shares

 

(3)

 

 –

 

 3

 

 –

 

190

 

 –

 

(190)

 

 –

 

Treasury shares purchased

 

 –

 

 –

 

 –

 

 –

 

(368)

 

 –

 

 –

 

(368)

 

At 31 December 2016

 

180

 

600

 

15

 

2,266

 

(432)

 

(52)

 

1,169

 

3,746

 

Attributable profit for the year

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

2,167

 

2,167

 

Net gain on cash flow hedges

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 1

 

 1

 

Exchange adjustments

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

 1

 

 1

 

Equity dividends paid in the year

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

(269)

 

(269)

 

Share-based payments recognised1

 

 –

 

 –

 

 –

 

 –

 

 –

 

 –

 

31

 

31

 

Cost of shares transferred to beneficiaries

 

 –

 

 –

 

 –

 

 –

 

26

 

 –

 

(21)

 

 5

 

New shares issued on exercise of share options

 

 –

 

 5

 

 –

 

 –

 

 –

 

 –

 

 –

 

 5

 

Cancellation of treasury shares

 

(2)

 

 –

 

 2

 

 –

 

201

 

 –

 

(201)

 

 –

 

Treasury shares purchased

 

 –

 

 –

 

 –

 

 –

 

(52)

 

 –

 

 –

 

(52)

 

At 31 December 2017

 

178

 

605

 

17

 

2,266

 

(257)

 

(52)

 

2,878

 

5,635

 

 

1 Basis of preparation

Smith & Nephew plc (the ‘Company’) is a public limited company incorporated in England and Wales.

The separate accounts of the Company are presented as required by the Companies Act 2006. The accounts have been prepared under the historical cost convention, modified to include revaluation to fair value of certain financial instruments as described below, and in accordance with applicable UK accounting standards. As consolidated financial information has been disclosed under IFRS 7 Financial Instruments: Disclosures, the Company is exempt from FRS 29 Financial Instruments: Disclosures. The Group accounts have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and are presented on pages 110 to 165.

The Company has taken advantage of the exemption in FRS 8 Related Party Disclosures not to present its related party disclosures as the Group accounts contain these disclosures. In addition, the Company has taken advantage of the exemption in FRS 1 Cash Flow Statements not to present its own cash flow statement as the Group accounts contain a consolidated cash flow.

In applying these policies management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, actual results ultimately may differ from those estimates.

Foreign currencies

Transactions in foreign currencies are initially recorded at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All exchange differences are dealt with in arriving at profit before taxation.

Deferred taxation

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more, tax.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse. These are based on tax rates and laws substantively enacted at the balance sheet date.

2 Results for the year

As permitted by Section 408(4) of the Companies Act 2006, the Company has not presented its own profit and loss account. Profit for the year was $922m (2013 – $198m).

3 Investments

ACCOUNTING POLICY

Investments in subsidiaries are stated at cost less provision for impairment.

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

At 1 January

     3,597       3,597  
Additions     1,725         
At 31 December     5,322       3,597  

Investments represent holdings in subsidiary undertakings.

The information provided below is given for the principal direct subsidiary undertakings, all of which are 100% owned and, in accordance with Section 410 of the Companies Act 2006, a full list will be appended to Smith & Nephew’s next annual return to Companies House.

Activity
Country of operation
and incorporation

Company Name

Smith & Nephew UK Limited

Holding CompanyEngland & Wales
Smith & Nephew (Overseas) LimitedHolding CompanyEngland & Wales

Refer to Note 23.3 of the Notes to the Group accounts for the principal trading and manufacturing subsidiary undertakings of the Group.

The Parent Company financial statements of Smith & Nephew plc on pages 166 to 169 do not form part of the Smith & Nephew’s

Annual Report on Form 20-F as filed with the SEC.

LOGO

Smith & Nephew Annual report 2014            167


FINANCIAL STATEMENTS

Notes to the Company accountscontinued

4 Debtors

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Amounts falling due within one year:

        

Amounts owed by subsidiary undertakings

     2,074       2,091  

Prepayments and accrued income

     3       3  

Current asset derivatives – forward foreign exchange contracts

     65       45  

Current asset derivatives – currency swaps

            1  
Current taxation     1         
      2,143       2,140  

5 Other creditors

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Amounts falling due within one year:

        

Amounts owed to subsidiary undertakings

     1,212       1,533  

Other creditors

     9       10  

Current taxation

            2  

Current liability derivatives – forward foreign exchange contracts

     65       45  
Current liability derivatives – currency swaps     1         
      1,287       1,590  

6 Cash and borrowings

ACCOUNTING POLICY

Financial instruments

Currency swaps are used to match foreign currency net assets with foreign currency liabilities. They are initially recorded at fair value and then for reporting purposes remeasured to fair value at exchange rates and interest rates at subsequent balance sheet dates.

Changes in the fair value of derivative financial instruments are recognised in the profit and loss account as they arise.

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Bank loans and overdrafts due within one year or on demand

     40       2  
Bank loans due after one year     1,655       335  

Borrowings

     1,695       337  

Cash and bank

     (1     (6
Credit/(debit) balance on derivatives – currency swaps     1       (1
Net debt     1,695       330  

All currency swaps are stated at fair value. Gross US Dollar equivalents of $261m (2013 – $146m) receivable and $262m (2013 – $145m) payable have been netted. Currency swaps comprise foreign exchange swaps and were used in 2014 and 2013 to hedge intragroup loans.

The Parent Company financial statements of Smith & Nephew plc on pages 166 to 169 do not form part of the Smith & Nephew’s

Annual Report on Form 20-F as filed with the SEC.

168Smith & Nephew Annual report 2014


7 Equity and reserves

                               2014    2013  
   
 
 
Share
capital
$ million
  
  
  
  
 
 
Share
premium
$ million
  
  
  
  
 
 
 
Capital
redemption
reserve
$ million
  
  
  
  
  
 
 
Capital
reserves
$ million
  
  
  
  
 
 
Treasury
shares
$ million
  
  
  
  

 
 

Exchange

reserves
$ million

  

  
  

  
 
 
Profit and
loss account
$ million
  
  
  
  
 
 
 
Total
shareholders’
funds
$ million
  
  
  
  
  
 
 
 
Total
shareholders’
funds
$ million
  
  
  
  
At 1 January  184    535    10    2,266    (322  (52  1,195    3,816    4,009  
Attributable profit for the year                          922    922    198  
Net losses on cash flow hedges                          (5  (5    
Equity dividends paid in the year                          (250  (250  (239
Share-based payments recognised                          32    32    28  
Cost of shares transferred to beneficiaries                  25        (21  4    3  
New shares issued on exercise of share options  1    39                        40    48  
Cancellation of treasury shares  (1      1        57        (57        
Treasury shares purchased                  (75          (75  (231
At 31 December  184    574    11    2,266    (315  (52  1,816    4,484    3,816  

Further information on the share capital of the Company can be found in Note 19.1 of the Notes to the Group accounts.

The total distributable reserves of the Company are $1,449m (2013 – $821m). In accordance with the exemption permitted by Section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account. The attributable profit for the year dealt with in the accounts of the Company is $922m (2013 – $198m).

Fees paid to Ernst & Young LLP for audit and non-audit services to the Company itself are not disclosed in the individual accounts because Group financial statements are prepared which are required to disclose such fees on a consolidated basis. The fees for the consolidated Group are disclosed in Note 3.2 of the Notes to the Group accounts.

8 Share-based payments

The Company operates a number of equity-settled executive and employee share plans. For all grants of share options and awards, the fair value as at the date of grant is calculated using an appropriate option pricing model and the corresponding expense is recognised over the vesting period. Subsidiary companies are recharged for the fair value of share options that relate to their employees.

The disclosure relating to the Company is detailed in Note 23.1 of the Notes to the Group accounts.

9 Contingencies

Further information on the share capital of the Company can be found in Note 19.1 of the Notes to the Group accounts.

The total distributable reserves of the Company are $2,569m (2016: $685m). In accordance with the exemption permitted by Section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account. The attributable profit for the year dealt with in the accounts of the Company is $2,167m (2016: $58m).

Fees paid to KPMG LLP for audit and non-audit services to the Company itself are not disclosed in the individual accounts because Group financial statements are prepared which are required to disclose such fees on a consolidated basis. The fees for the consolidated Group are disclosed in Note 3.2 of the Notes to the Group accounts.

Picture 18   THE PARENT COMPANY FINANCIAL STATEMENTS OF SMITH & NEPHEW PLC ON PAGES 163-170 DO NOT FORM PART OF SMITH & NEPHEW’S

ANNUAL REPORT ON FORM 20-F AS FILED WITH THE SEC.


 

      
 
2014
$ million
  
  
     
 
2013
$ million
  
  

Guarantees in respect of subsidiary undertakings

     11       25  

SMITH & NEPHEW ANNUAL REPORT 2017

 ACCOUNTS      165

NOTES TO THE COMPANY ACCOUNTS

1 BASIS OF PREPARATION

Smith & Nephew plc (the Company) is a public limited company incorporated in England and Wales.

The separate accounts of the Company are presented as required by the Companies Act 2006. On 1 January 2015, the Company transitioned from previously extant UK Generally Accepted Accounting Practices to Financial Reporting Standard 101 Reduced Disclosure Framework (‘Reduced Disclosure Framework’). These financial statements and accompanying notes have been prepared in accordance with the Reduced Disclosure Framework for all periods presented. There were no transitional adjustments required on adoption of the new standard. The financial information for the Company has been prepared on the same basis as the consolidated financial statements, applying identical accounting policies as outlined throughout the Notes to the Group accounts. The Directors have determined that the preparation of the Company financial statements on a going concern basis is appropriate as the Company receives dividend cash receipts from its subsidiary undertakings which enable it to meet its liabilities as they fall due.

In applying these policies, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, actual results ultimately may differ from those estimates.

In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:

-

A Cash Flow Statement and related notes;

-

Comparative period reconciliations for share capital and tangible fixed assets;

-

Disclosures in respect of transactions with wholly-owned subsidiaries;

-

Disclosures in respect of capital management;

-

The Company has given guaranteeseffects of new but not yet effective IFRSs; and

-

Disclosures in respect of the compensation of key management personnel.

As the consolidated financial statements include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:

-

IFRS 2 Share Based Payments in respect of group settled share based payments; and

-

Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures.

The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next financial statements.

2 INVESTMENTS

ACCOUNTING POLICY

Investments in subsidiaries are stated at cost less provision for impairment

 

 

 

 

 

 

 

  

2017

  

2016

  

 

    

$ million

    

$ million

 

At 1 January

 

5,322

 

5,322

 

Additions

 

1,770

 

 –

 

At 31 December

 

7,092

 

5,322

 

Investments represent holdings in subsidiary undertakings. In 2017, the Company increased its investment in Smith & Nephew (Overseas) Limited.  In accordance with Section 409 of the Companies Act 2006, a listing of all entities invested in by the consolidated Group is provided in Note 9.

3 DEBTORS

 

 

 

 

 

 

 

  

2017

  

2016

  

 

    

$ million

    

$ million

 

Amounts falling due within one year:

 

  

 

  

 

Amounts owed by subsidiary undertakings

 

1,007

 

735

 

Prepayments and accrued income

 

 3

 

 3

 

Current asset derivatives – forward foreign exchange contracts

 

25

 

45

 

Current asset derivatives – forward foreign exchange contracts – subsidiary undertakings

 

45

 

36

 

Current asset derivatives – currency swaps

 

 3

 

 1

 

Current taxation

 

 1

 

 4

 

 

 

1,084

 

824

 

Picture 7   THE PARENT COMPANY FINANCIAL STATEMENTS OF SMITH & NEPHEW PLC ON PAGES 163-170 DO NOT FORM PART OF SMITH & NEPHEW’S

ANNUAL REPORT ON FORM 20-F AS FILED WITH THE SEC.


166ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE COMPANY ACCOUNTS continued

4 OTHER CREDITORS

 

 

 

 

 

 

 

  

2017

  

2016

  

 

    

$ million

    

$ million

 

Amounts falling due within one year:

 

  

 

  

 

Amounts owed to subsidiary undertakings

 

1,119

 

715

 

Other creditors

 

10

 

17

 

Current liability derivatives – forward foreign exchange contracts

 

45

 

36

 

Current liability derivatives – forward foreign exchange contracts – subsidiary undertakings

 

25

 

45

 

Current liability derivatives – currency swaps

 

 1

 

 –

 

Current liability derivatives – interest rate swaps

 

 2

 

 1

 

 

 

1,202

 

814

 

5 CASH AND BORROWINGS

ACCOUNTING POLICY

Financial instruments

Currency swaps are used to banksmatch foreign currency net assets with foreign currency liabilities. They are initially recorded at fair value and then for reporting purposes remeasured to support liabilities under foreignfair value at exchange rates and other contracts and cross guarantees to support overdrafts. Such guarantees are not considered to be liabilities as all subsidiary undertakings are trading as going concerns.interest rates at subsequent balance sheet dates.

Changes in the fair value of derivative financial instruments are recognised in the profit and loss account as they arise.

 

 

 

 

 

 

 

  

2017

  

2016

  

 

    

$ million

    

$ million

 

Bank loans and overdrafts due within one year or on demand

 

 4

 

41

 

Borrowings due after one year

 

1,423

 

1,559

 

Borrowings

 

1,427

 

1,600

 

Cash and bank

 

(88)

 

(14)

 

(Debit)/credit balance on derivatives – currency swaps

 

(2)

 

 1

 

Credit/(debit) balance on derivatives - interest rate swaps

 

 2

 

(1)

 

Net debt

 

1,339

 

1,586

 

All currency swaps are stated at fair value. Gross US Dollar equivalents of $388m (2016: $449m) receivable and $386m (2016: $448m) payable have been netted. Currency swaps comprise foreign exchange swaps and were used in 2017 and 2016 to hedge intra-group loans.

6 CONTINGENCIES

 

 

 

 

 

 

 

  

2017

  

2016

  

 

    

$ million

    

$ million

 

Guarantees in respect of subsidiary undertakings

 

 1

 

 –

 

The Company gives guarantees to banks to support liabilities and cross guarantees to support overdrafts.

The Company operated defined benefit pension plans in 2004 but at the end of 2005 its pension plan obligations were transferred to Smith & Nephew UK Limited. The Company has provided guarantees to the trustees of the pension plans to support future amounts due from participating employers (see Note 18 of the Notes to the Group accounts).

7 DEFERRED TAXATION

The Company has gross unused capital losses of $90m (2016: $100m) available for offset against future chargeable gains. No deferred tax asset has been recognised on these unused losses as they are not expected to be realised in the foreseeable future.

8 RESULTS FOR THE YEAR

As permitted by Section 408(4) of the Companies Act 2006, the Company has not presented its own profit and loss account. Profit for the year was $2,167m (2016: $58m).

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ANNUAL REPORT ON FORM 20-F AS FILED WITH THE SEC.


SMITH & NEPHEW ANNUAL REPORT 2017

ACCOUNTS      167

9 GROUP COMPANIES

In accordance with Section 409 of the Companies Act 2006, a full list of subsidiaries, associates, joint arrangements, joint ventures and partnerships are listed below, including their country of incorporation. All companies are 100% owned, unless otherwise indicated. Unless otherwise stated, the share capital disclosed comprises ordinary shares which are indirectly held by Smith & Nephew plc.

Company name

Country of
operation and
incorporation

Registered
Office

Company name

Country of
operation and
incorporation

Registered
Office

UK

Rest of Europe

Blue Belt Technologies UK Limited2

England & Wales

London

Smith & Nephew GmbH

Austria

Vienna

Michelson Diagnostic Limited3 (13.4%)

England & Wales

Kent

ArthroCare Belgium SPRL2

Belgium

Zaventem

Neotherix Limited3 (24.9%)

England & Wales

York

Smith & Nephew S.A.-N.V

Belgium

Zaventem

Plus Orthopedics (UK) Limited2

England & Wales

London

Smith & Nephew A/S

Denmark

Hoersholm

Smith & Nephew (Overseas) Limited1

England & Wales

London

A2 Surgical2

France

Neuilly-sur-Seine

Smith & Nephew ARTC Limited

England & Wales

London

Smith & Nephew France SAS1

France

Neuilly-sur-Seine

Smith & Nephew Beta Limited2

England & Wales

London

Smith & Nephew S.A.S.

France

Neuilly-sur-Seine

Smith & Nephew China Holdings UK Limited1

England & Wales

London

Smith & Nephew Oy

Finland

Helsinki

Smith & Nephew Employees Trustees Limited2

England & Wales

London

Smith & Nephew Business Services GmbH & Co. KG1

Germany

Hamburg

Smith & Nephew ESN Limited2

England & Wales

London

Smith & Nephew Business Services Verwaltungs GmbH1

Germany

Hamburg

Smith & Nephew Extruded Films Limited2

England & Wales

Hull

Smith & Nephew Deutschland (Holding) GmbH1

Germany

Hamburg

Smith & Nephew Finance2

England & Wales

London

Smith & Nephew GmbH

Germany

Hamburg

Smith & Nephew Finance Oratec2

England & Wales

London

Smith & Nephew Orthopaedics GmbH

Germany

Tuttlingen

Smith & Nephew Healthcare Limited2

England & Wales

Hull

Plus Orthopedics Hellas SA2

Greece

Athens

Smith & Nephew Investment Holdings Limited1

England & Wales

London

Smith & Nephew Hellas S.A.2

Greece

Athens

Smith & Nephew Medical Fabrics Limited2

England & Wales

London

Smith & Nephew Limited

Ireland

Dublin 2

Smith & Nephew Medical Limited2

England & Wales

Hull

Smith & Nephew Finance Ireland Limited2

Ireland

Dublin 1

Smith & Nephew Nominee Company Limited2

England & Wales

London

Smith & Nephew S.r.l.

Italy

Milan

Smith & Nephew Nominee Services Limited2

England & Wales

London

ArthroCare Luxembourg Sarl2

Luxembourg

Luxembourg

Smith & Nephew Orthopaedics Limited2

England & Wales

London

Smith & Nephew Finance S.a.r.l.2

Luxembourg

Luxembourg

Smith & Nephew Pensions Nominees Limited2

England & Wales

London

Smith & Nephew International S.A.1

Luxembourg

Luxembourg

Smith & Nephew Pharmaceuticals Limited2

England & Wales

Hull

Smith & Nephew (Europe) B.V.1

Netherlands

Amsterdam

Smith & Nephew Raisegrade Limited2

England & Wales

London

Smith & Nephew B.V.1

Netherlands

Amsterdam

Smith & Nephew Rareletter Limited2

England & Wales

London

Smith & Nephew Management B.V.1

Netherlands

Amsterdam

Smith & Nephew Trading Group Limited1

England & Wales

London

Smith & Nephew Nederland CV

Netherlands

Amsterdam

Smith & Nephew UK Limited. The Company has provided guarantees to the trustees of the pension plans to support future amounts due from participating employers (see Note 18 of the Notes to the Group accounts).Executive Pension Scheme Trustee Limited2

 

The Parent Company financial statements of England & Wales

London

Smith & Nephew plc on pages 166 to 169 do not form part of the Smith & Nephew’sOptics B.V.4

Annual Report on Form 20-F as filed with the SEC.

 

Netherlands

 

Amsterdam

LOGO

Smith & Nephew Annual report 2014             UK Limited1691

 

England & Wales


OTHER INFORMATION

Group information

 

London

 

Business overview and Group history

Smith & Nephew’s operations are organised into two primary divisions that operate globally: AdvancedNephew A/S

Norway

Oslo

Smith & Nephew UK Pension Fund Trustee Limited2

England & Wales

London

Smith & Nephew sp. z.o.o.

Poland

Warsaw

Smith & Nephew USD Limited1

England & Wales

London

Smith & Nephew Lda

Portugal

Lisbon

Smith & Nephew USD One Limited1

England & Wales

London

D-Orthopaedics LLC

Russian Federation

Moscow

T.J. Smith and Nephew, Limited

England & Wales

Hull

DC LLC

Russian Federation

Puschino

The Albion Soap Company Limited2

England & Wales

London

Smith & Nephew LLC

Russian Federation

Moscow 2

TP Limited1

Scotland

Edinburgh

Smith & Nephew S.A.U

Spain

Barcelona

Smith & Nephew Atkiebolag

Sweden

Molndal

Lumina Adhesives AB3 (11%)

Sweden

Gothenberg

Plus Orthopedics Holding AG1

Switzerland

Baar

Smith & Nephew Manufacturing AG

Switzerland

Aarau

Smith & Nephew Orthopaedics AG

Switzerland

Baar

Smith & Nephew Schweiz AG

Switzerland

Baar

Smith & Nephew AG

Switzerland

Baar

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168ACCOUNTS

SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE COMPANY ACCOUNTS continued

Company name

Country of
operation and
incorporation

Registered
Office

Company name

Country of
operation and
incorporation

Registered
Office

US

Arthrocare Corporation1

United States

San Jose

Smith & Nephew Orthopaedics

China

Beijing

Bioventus LLC3 (49%)

United States

Wilmington

(Beijing) Co., Ltd

Economic and

Blue Belt Holdings, Inc.1

United States

Minneapolis

Technical

Blue Belt Technologies, Inc.

United States

Pittsburgh

Development

Delphi Ventures V, L.P.3 (6.9%)

United States

San Mateo

Area

Healicoil, Inc.

United States

Wilmington

S&N Holdings SAS1

Colombia

Bogota

Hipco, Inc.

United States

Wilmington

Smith & Nephew Colombia S.A.S

Colombia

Bogota

Leaf Healthcare Inc.3 (11%)

United States

Delaware

ArthroCare Costa Rica Srl

Costa Rica

Costa Rica

Memphis Biomed Ventures I, LP3 (4.61%)

United States

Delaware

Smith & Nephew Curaçao N.V.

Curaçao

Willemstad

Oratec Interventions, Inc.

United States

Concord

Smith & Nephew Beijing Holdings Limited1

Hong Kong

Hong Kong

Orthopaedic Biosystems Ltd., Inc.

United States

Phoenix

Smith & Nephew Limited

Hong Kong

Hong Kong

OsteoBiologics, Inc.

United States

Dallas

Smith & Nephew Suzhou Holdings Limited1

Hong Kong

Hong Kong

Plus Orthopedics LLC

United States

Andover

Adler Mediequip Private Limited

India

Pune

Rotation Medical, Inc.

United States

Andover

ArthroCare India Medical Device Private Limited2

India

Mumbai

Sinopsys Surgical, Inc.3 (12.4%)

United States

Boulder

Smith & Nephew Healthcare Private Limited

India

Mumbai‑59

Smith & Nephew Consolidated, Inc.1

United States

Wilmington

Ortho-Space Ltd.3 (16.8%)

Israel

Caesarea

Smith & Nephew OUS, Inc.3

United States

Wilmington

Smith & Nephew KK

Japan

Tokyo

Smith & Nephew, Inc.

United States

Wilmington

Smith & Nephew Chusik Hoesia

Korea, Republic of

Seoul

Surgical Frontiers Series I, LLC3 (32%)

United States

Dover

Smith & Nephew Healthcare Sdn Berhad

Malaysia

Kuala Lumpur

Trice Medical Inc.3 (6%)

United States

Delaware

Smith & Nephew S.A. de C.V.

Mexico

Mexico City

Africa, Asia, Australasia and Other America

Smith & Nephew Limited

New Zealand

Auckland

Smith & Nephew Argentina S.R.L.2

Argentina

Buenos Aires

Smith & Nephew Superannuation Scheme Limited

New Zealand

Auckland 2

ArthroCare (Australasia) Pty Ltd2

Australia

North Ryde

Smith & Nephew, Inc.

Puerto Rico

San Juan

Smith & Nephew Pty Limited

Australia

North Ryde

Smith & Nephew Pte Limited

Singapore

Singapore

Smith & Nephew Surgical Holdings Pty Limited2

Australia

North Ryde

Smith & Nephew (Pty) Limited

South Africa

Westville

Smith & Nephew Surgical Pty Limited2

Australia

North Ryde

Smith & Nephew Pharmaceuticals (Proprietary) Limited2

South Africa

Westville

Smith & Nephew Comercio de Produtos Medicos LTDA

Brazil

São Paulo

Smith & Nephew Limited

Thailand

Huai Khwang District, Bangkok

Smith & Nephew (Alberta) Inc.2

Canada

Calgary

Sri Siam Medical Limited1,3 (48.99%)

Thailand

Lumpini Phatumwan, Bangkok

Smith & Nephew Inc.

Canada

Toronto

Smith ve Nephew Medikal Cihazlar Ticaret Limited Sirketi

Turkey

Sariyer, Istanbul

Tenet Medical Engineering, Inc.

Canada

Calgary

Smith & Nephew FZE

United Arab Emirates

Jebel Ali, Dubai

Smith & Nephew Finance Holdings Limited2

Cayman Islands

South Church Street, George Town

ArthoCare Medical Devices (Beijing) Co. Limited4

China

Chao Yang District, Beijing

1    Holding company.

2    Dormant company.

Plus Orthopedics (Beijing) Co. Limited4

China

Shunyi District, Beijing

3    Not 100% owned by Smith & Nephew Group.

4    In liquidation.

Plus Trading (Beijing) Co Limited4

China

East City, Beijing

Smith & Nephew Medical (Shanghai) Limited

China

Shanghai Free Trade Test Zone

Smith & Nephew Medical (Suzhou) Limited

China

Suzhou City

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SMITH & NEPHEW ANNUAL REPORT 2017

ACCOUNTS      169

Registered Office addresses

Registered Office addresses

UK

US

London

15 Adam Street, London, WC2N 6LA

San Jose

595 North Pastoria Avenue, Sunnyvale, California, 94086, USA

Kent

Ground Floor, Eclipse House, Eclipse Park, Sittingbourne Road, Maidstone, Kent, ME14 3EN

Minneapolis

2905 Northwest Blvd, Suite 40, Plymouth MN 55441, USA

York

25 Carr Lane, York, YO26 5HT

Pittsburgh

2828 Liberty Ave, Suite 100, Pittsburgh PA 15222, USA

Hull

101 Hessle Road, Hull, HU3 2BN

Boulder

5480 Valmont Road, Suite 215, Boulder, Colorado, 80301, USA

Edinburgh

4th Floor, 115 George Street, Edinburgh, EH2 4JN

Wilmington

CT Corporation, 1209 Orange Street, Wilmington,  DE 19801, USA

Rest of Europe

Concord

C T Corporation, 9 Capitol Street, Concord, New Hampshire, 03301, USA

Vienna

Concorde Business Park, 1/C/3 2320, Schwechat, Austria

Phoenix

CT Corporation System, 3225 North Central Avenue, Phoenix AZ 85012, USA

Zaventem

Hector Heenneaulaan 366, 1930 Zaventem, Belgium

Dallas

CT Corporation System, 350 North St. Paul Street, Dallas TX 75201, USA

Hoersholm

Slotsmarken 14, Hoersholm, DK‑2970, Denmark

Andover

150 Minuteman Road, Andover, MA, 01810, USA

Neuilly-sur-Seine

40, Boulevard du Parc, 92200 Neuilly-sur-Seine, France

San Mateo

160 Bovet Road, Suite 408, San Mateo, CA 94402, USA

Helsinki

Ayritie 12 C, 01510, Vantaa, Finland

Memphis

6075 Poplar Avenue, Suite 335, Memphis, Tennessee, 38119, USA

Hamburg

Friesenweg 4, Haus 21, 22763, Hamburg, Germany

Tustin

3002 Dow Avenue, Building 100, Unit 138, Tustin, California, 92780, USA

Tuttlingen

Alemannenstrasse 14, 78532, Tuttlingen, Germany

Dover

160 Greentree Drive, Suite 101, Dover, Delaware, 19904, USA

Athens

Protopappa Street 43, GR 16346, Ilioupoli, Athens, Greece

Africa, Asia, Australasia and Advanced Wound Management.Other America

Dublin 1

3rd Floor, Kilmore House, Park Lane,Spencer Dock, Dublin 1, Ireland

Buenos Aires

Maipu 1300, 13th Floor, City of Buenos Aires, Argentina

Dublin 2

Molyneux House, Bride Street,Dublin 2, Ireland

North Ryde

85 Waterloo Road, North Ryde NSW 2113, Australia

Milan

Via de Capitani 2A, 20864, Agrate Brianza (MI), Italy

São Paulo

Avenida do Cafe, 277, Centro Empresarial do Aco, Centro Empresarial do Aco, Torre B, 4 andar, conjuto, CEP 04311-000, São Paulo 403, Jabaquara, Brazil

Luxembourg

163, Rue de Kiem, L‑8030 Strassen, Luxembourg

Calgary

3500‑855‑2 Street SW, Calgary AB AB T2P 4J8, Canada

Amsterdam

Kruisweg 637, 2132 NB Hoofddorp, The Group has a history dating back over 150Netherlands

Toronto

199, Bay Street, 4000, Toronto, Ontario M5L 1A9, Canada

Oslo

Nye Vakas vei 64, 1395, Hvalsted, Norway

South Church Street, Georgetown

c/o M&C Corporate Services Limited, Ugland House, South Church Street, P.O. Box 309, George Town, Grand Cayman, Cayman Islands

Warsaw

Ul Osmanska 12, 02‑823, Warsaw, Poland

Chao Yang District, Beijing

Room 17‑021, Internal B17 floor, B3‑24th floor, No 3 Xin Yuan South Rd, Chao Yang District, Beijing, China

Lisbon

Estrada Nacional no 10 ao Km. 131, Parque Tejo – Bloco C, 2625‑445 Forte de Casa, Vila Franca de Xira, Portugal

Moscow

9a, Bld, 10, 2nd Sinichkina Street, Moscow 111020, Russian Federation

Moscow 2

2nd Syromyatnichesky lane, Moscow, 105120, Russian Federation

Puschino

8/1 Stroiteley Street, 142290, City of Puschino,Moscow Region, Russian Federation

Barcelona

Edificio Conata I, c/ Fructuos Gelabert 2 y 4, San Joan Despi – 08970, Barcelona, Spain

Molndal

PO Box 143, S‑431 22 Molndal, Sweden

Baar

Oberneuhofstr 10d, Baar, 6340

Aarau

Schachenallee 29, 5000, Aarau, Switzerland

Gothenburg

Varbergsgatan 2A / 412 65 Göteborg / Sweden

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SMITH & NEPHEW ANNUAL REPORT 2017

NOTES TO THE COMPANY ACCOUNTS continued

Registered Office addresses

Registered Office addresses

Shunyi District, Beijing

22 Linhe Avenue, Linhe Economic Development Zone, Shunyi District, Beijing, 101300, China

Mexico City

Av. Insurgentes Sur, numero 1602, Piso No.7,
Oficina 702, Colonia Credito, Constructor,
Delegacion Benito Juarez, C.P. 03940, Mexico

East City, Beijing

No. B-D, Floor 2, A Building, Beijing East Gate Plaza, No. 9, Dong Zhong Street, East City, Beijing, China

Auckland

621 Rosebank Road, Avondale,
Auckland 6, New Zealand

Guangzhou

Room 2502 No 33, 6th Jian She Rd, Yue Xiu District,
Guangzhou, China

Auckland 2

36a Hillside Road, Wairau Valley, Auckland, 0627 NZ, New Zealand

Shanghai

Room 1208‑1209, No 168 Middle Xi Zang Rd,
Shanghai, China

San Juan

Edificio Cesar Castillo, Calle Angel Buonomo
#361, Hato Rey, 00917, Puerto Rico

Shanghai Free Trade Test Zone

Part B, 4th Floor, Tong Yong Building,
No 188 Ao Na Rd, Shanghai Free Trade Test Zone,
Shanghai, China

Singapore

50 Raffles Place, #32‑01 Singapore Land Tower,
048623, Singapore

Dong Cheng District, Beijing

Unit B1, 2/F, Tower A, East Gate Plaza No.9, Dongshong Street, Dong Cheng District, Beijing, China

Westville

30 The Boulevard, Westway Office Park,
Westville, 3629, South Africa

Chengdu

No 5. 15th Floor, Unit 1, Building,
1 Li Bao Building, No 62 North Ke Hua Rd,
Wu Hou District, Chengdu, China

Huai Khwang District, Bangkok

16th Floor Building A, 9th Tower Grand Rama 9,
33/4 Rama 9 Road, Huai Khwang District,
Bangkok, 10310, Thailand

Middle Xi Zang Rd, Shanghai

Room 1201‑1207, No168 Middle Xi Zang Rd, Shanghai, China

Lumpini Phatumwan, Bangkok

16th Floor, GPF Witthayu Tower A, 93/1 Wireless Road,
Lumpini, Phatumwan, Bangkok, 10330, Thailand

Suzhou City

12, Wuxiang Road, West Area of Comprehensive Bonded Zone, Suzhou Industrial Park, Suzhou City, SIP, Jiangsu Province, China

Sariyer, Istanbul

Bahcekoy Mah., Orkide Sok.,
No:8/E Bahcekoy, Sariyer Istanbil, Turkey

Beijing Economic and Technical Development Area

No. 98 Kechuang Dongliujie,
Beijing Economic and Technical Development Area, Beijing, China

Jebel Ali, Dubai

PO Box 16993 LB02016, Jebel Ali,
Dubai, United Arab Emirates

Bogota

Calle 100 No. 7 – 33 to 1 P3, Bogota D.C., 0, Colombia

Costa Rica

Building B32, 50 meters South of Revisión Téchnica Vehicular, Province de Alajuela, Canton Alajuela, Coyol Free Zone, District San José, Costa Rica

Willemstad

Pietermaai 15, PO Box 4905, Curaçao

Hong Kong

Unit 813 – 816, 8/F, Delta House, 3 On Yiu Street,
Shatin, New Territories, Hong Kong

Pune

Sushrut House, Survey no.288,
Phase II next to MIDC, Hinjewadi, at Mann,
Taluka Mulshi, Pune, 411057, India

Mumbai

5A, Bakhtawar, 5th Floor, behind The Oberoi,
Nariman Point, Mumbai, Maharashtra, 400021, India

Mumbai‑59

501‑B – 509‑B Dynasty Business Park, Andheri Kurla Road, Andheri East, Mumbai‑59, Maharashtra, India

Caesarea

7 Halamarish, Caesarea, 3088900, Israel

Tokyo

2‑4‑1, Shiba -Koen, Minato-Ku,
Tokyo 105‑0011, Japan

Seoul

13th Floor, ASEM Tower, Gangnam-gu 13th Floor,
ASEM Tower, 159‑1 Samsung-dong, Seoul, Korea

Kuala Lumpur

Unit 10-02(A), Level 10, Menara TJB, 9, Jalan Syed Mohd Mufti, Johor Bahru, Johor 8000, Malaysia

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 GROUP AND OTHER INFORMATION      171

Group information

BUSINESS OVERVIEW AND GROUP HISTORY

Smith & Nephew’s operations are organised into geographical selling regions and product franchises within the medical technology industry. The Group has a history dating back 160 years to the family enterprise of Thomas James Smith who opened a small pharmacy in Hull, UK in 1856. Following his death in 1896, his nephew Horatio Nelson Smith took over the management of the business.

By the late 1990s, Smith & Nephew had expanded into being a diverse healthcare conglomerate with operations across the globe, producing various medical devices, personal care products and traditional and advanced wound care treatments. In 1998, Smith & Nephew announced a major restructuring to focus management attention and investment on three global business units – Advanced Wound Management, Endoscopy and Orthopaedics – which offered high growth and margin opportunities. In 2011, the Endoscopy and Orthopaedics businesses were brought together to create an Advanced Surgical Devices division. In 2015, the Advanced Wound Management and Advanced Surgical Devices divisions were brought together to form a global business across nine product franchises, managed as three geographical selling regions with global functions for operations, R&D and corporate support functions.

Smith & Nephew was incorporated and listed on the London Stock Exchange in 1937 and in 1999 the Group was also listed on the New York Stock Exchange. In 2001, Smith & Nephew became a constituent member of the FTSE 100 index in the UK. This means that Smith & Nephew is included in the top 100 companies traded on the London Stock Exchange measured in terms of market capitalisation.

Today, Smith & Nephew is a public limited company incorporated and headquartered in the UK and carries out business around the world.

PROPERTIES

The table below summarises the main properties which the Group uses and their approximate areas.

Approximate area

(square feet 000’s)

Group head office in London, UK

13

UK office and surgical training facility in Watford, UK

60

Manufacturing and office facilities in Memphis, Tennessee, US

968

Wound management manufacturing, research and office facility in Hull, UK

473

Manufacturing facility in Suzhou, China

288

Manufacturing facility in Alajuela, Costa Rica

265

Distribution facility in Memphis, Tennessee, US

248

Manufacturing facility in Beijing, China

192

Bioactives headquarters and laboratory space in Fort Worth, Texas, US

165

Manufacturing, research and office facility in Austin, Texas, US

157

Manufacturing facility in Oklahoma City, Oklahoma, US

155

Regional headquarters in Andover, Massachusetts, US

144

Manufacturing facility in Aarau, Switzerland

121

Manufacturing facility in Mansfield, Massachusetts, US

98

Manufacturing facility in Devrukh, India

74

Regional headquarters and distribution facility in Baar, Switzerland

71

Manufacturing facility in Tuttlingen, Germany

50

The Group Global Operations strategy includes ongoing assessment of the optimal facility footprint. The Orthopaedics manufacturing facilities in Memphis, Tennessee are largely freehold, a portion of Tuttlingen and the Advanced Wound Management facilities in Hull are freehold while other principal locations are leasehold. The Group has freehold and leasehold interests in real estate in other countries throughout the world, but no other is individually significant to the Group. Where required, the appropriate governmental authorities have approved the facilities.

OFF-BALANCE SHEET ARRANGEMENTS

Management believes that the Group does not have any off-balance sheet arrangements, as defined by the SEC in item 5E of Form 20‑F, that have or are reasonably likely to have a current or future effect on the Group’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

RELATED PARTY TRANSACTIONS

Except for transactions with associates (see Note 23.2 of Notes to the Group accounts), no other related party had material transactions or loans with Smith & Nephew over the last three financial years.


172GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

GROUP INFORMATION continued

RISK FACTORS

There are known and unknown risks and uncertainties relating to Smith & Nephew’s business. The factors listed on pages 172-175 could cause the Group’s business, financial position and results of operations to differ materially and adversely from expected and historical levels. In addition, other factors not listed here that Smith & Nephew cannot presently identify or does not believe to be equally significant could also materially adversely affect Smith & Nephew’s business, financial position or results of operations.

Highly competitive markets

The Group competes across a diverse range of geographic and product markets. Each market in which the Group operates contains a number of different competitors, including specialised and international corporations. Significant product innovations, technical advances or the intensification of price competition by competitors could adversely affect the Group’s operating results.

Some of these competitors may have greater financial, marketing and other resources than Smith & Nephew. These competitors may be able to initiate technological advances in the field, deliver products on more attractive terms, more aggressively market their products or invest larger amounts of capital and research and development (R&D) into their businesses.

There is a possibility of further consolidation of competitors, which could adversely affect the Group’s ability to compete with larger companies due to insufficient financial resources. If any of the Group’s businesses were to lose market share or achieve lower than expected revenue growth, there could be a disproportionate adverse impact on the Group’s share price and its strategic options.

Competition exists among healthcare providers to gain patients on the basis of quality, service and price. There has been some consolidation in the Group’s customer base and this trend is expected to continue. Some customers have joined group purchasing organisations or introduced other cost containment measures that could lead to downward pressure on prices or limit the number of suppliers in certain business areas, which could adversely affect Smith & Nephew’s results of operations and hinder its growth potential.

Continual development and introduction of new products

The medical devices industry has a rapid rate of new product introduction. In order to remain competitive, the Group must continue to develop innovative products that satisfy customer needs and preferences or provide cost or other advantages. Developing new products is a costly, lengthy and uncertain process. The Group may fail to innovate due to low R&D investment, a R&D skills gap or poor product development. A potential product may not be brought to market or not succeed in the market for any number of reasons, including failure to work optimally, failure to receive regulatory approval, failure to be cost-competitive, infringement of patents or other intellectual property rights and changes in consumer demand. The Group’s products and technologies are also subject to marketing attack by competitors. Furthermore, new products that are developed and marketed by the Group’s competitors may affect price levels in the various markets in which the Group operates. If the Group’s new products do not remain competitive with those of competitors, the Group’s revenue could decline.

The Group maintains reserves for excess and obsolete inventory resulting from the potential inability to sell its products at prices in excess of current carrying costs. Marketplace changes resulting from the introduction of new products or surgical procedures may cause some of the Group’s products to become obsolete. The Group makes estimates regarding the future recoverability of the costs of these products and records a provision for excess and obsolete inventories based on historical experience, expiration of sterilisation dates and expected future trends. If actual product life cycles, product demand or acceptance of new product introductions are less favourable than projected by management, additional inventory write-downs may be required.

Dependence on government and other funding

In most markets throughout the world, expenditure on medical devices is ultimately controlled to a large extent by governments. Funds may be made available or withdrawn from healthcare budgets depending on government policy. The Group is therefore largely dependent on future governments providing increased funds commensurate with the increased demand arising from demographic trends.

Pricing of the Group’s products is largely governed in most markets by governmental reimbursement authorities. Initiatives sponsored by government agencies, legislative bodies and the private sector to limit the growth of healthcare costs, including price regulation, excise taxes and competitive pricing, are ongoing in markets where the Group has operations. This control may be exercised by determining prices for an individual product or for an entire procedure. The Group is exposed to government policies favouring locally sourced products. The Group is also exposed to changes in reimbursement policy, tax policy and pricing which may have an adverse impact on revenue and operating profit. Provisions in US healthcare legislation which previously imposed significant taxes on medical device manufacturers are suspended until 1 January 2020 but may be reinstated. There may be an increased risk of adverse changes to government funding policies arising from deterioration in macro-economic conditions from time to time in the Group’s markets.

The Group must adhere to the rules laid down by government agencies that fund or regulate healthcare, including extensive and complex rules in the US. Failure to do so could result in fines or loss of future funding.


SMITH & NEPHEW ANNUAL REPORT 2017

GROUP AND OTHER INFORMATION      173

World economic conditions

Demand for the Group’s products is driven by demographic trends, including the ageing population and the incidence of osteoporosis and obesity. Supply of, use of and payment for the Group’s products are also influenced by world economic conditions which could place increased pressure on demand and pricing, adversely impacting the Group’s ability to deliver revenue and margin growth. The conditions could favour larger, better capitalised groups, with higher market shares and margins. As a consequence, the Group’s prosperity is linked to general economic conditions and there is a risk of deterioration of the Group’s performance and finances during adverse macro-economic conditions.

During 2017, economic conditions worldwide continued to create several challenges for the Group, including deferrals of joint replacement procedures, heightened pricing pressure, significant declines in capital equipment expenditures at hospitals and increased uncertainty over the collectability of government debt, particularly those in the Emerging Markets and the oil-dependent Gulf States. These factors tempered the overall growth of the Group’s global markets and could have an increased impact on growth in the future.

Political uncertainties

The Group operates on a worldwide basis and has distribution channels, purchasing agents and buying entities in over 100 countries. Political upheaval in some of those countries or in surrounding regions may impact the Group’s results of operations. Political changes in a country could prevent the Group from receiving remittances of profit from a member of the Group located in that country or from selling its products or investments in that country. Furthermore, changes in government policy regarding preference for local suppliers, import quotas, taxation or other matters could adversely affect the Group’s revenue and operating profit. War, economic sanctions, terrorist activities or other conflict could also adversely impact the Group. These risks may be greater in Emerging Markets, which account for an increasing portion of the Group’s business.

In June 2016 the UK voted to leave the European Union. The UK’s withdrawal will be effective from 29 March 2019 at 11pm GMT. As negotiations regarding the terms of the withdrawal continue, the nature of the trade agreements and the closeness of the economic ties between the UK and the EU beyond the withdrawal date remains uncertain. We continue to monitor the situation. Among the potential impacts of Brexit, the regulatory framework for medical devices could be affected, as it is unclear whether the UK will ascribe to the new Medical Devices Regulation which will become applicable in May 2020.

Currency fluctuations

Smith & Nephew’s results of operations are affected by transactional exchange rate movements in that they are subject to exposures arising from revenue in a currency different from the related costs and expenses. The Group’s manufacturing cost base is situated principally in the US, the UK, China and Switzerland, from which finished products are exported to the Group’s selling operations worldwide. Thus, the Group is exposed to fluctuations in exchange rates between the US Dollar, Sterling and Swiss Franc and the currency of the Group’s selling operations, particularly the Euro, Australian Dollar and Japanese Yen. If the US Dollar, Sterling or Swiss Franc should strengthen against the Euro, Australian Dollar and the Japanese Yen, the Group’s trading margin could be adversely affected.

The Group manages the impact of exchange rate movements on revenue and cost of goods sold by a policy of transacting forward foreign currency commitments when firm purchase orders are placed. In addition, the Group’s policy is for forecast transactions to be covered between 50% and 90% for up to one year. However, the Group is exposed to medium to long-term adverse movements in the strength of currencies compared to the US Dollar. The Group uses the US Dollar as its reporting currency. The US Dollar is the functional currency of Smith & Nephew plc. The Group’s revenues, profits and earnings are also affected by exchange rate movements on the translation of results of operations in foreign subsidiaries for financial reporting purposes. See ‘Liquidity and capital resources’ on page 39.

Manufacturing and supply

The Group’s manufacturing production is concentrated at main facilities in Memphis, Mansfield and Oklahoma City in the US, Hull and Warwick in the UK, Aarau in Switzerland, Tuttlingen in Germany, Devrukh in India, Suzhou and Beijing in China, Alajuela in Costa Rica, Puschino in Russia and Curaçao, in Dutch Caribbean. If major physical disruption took place at any of these sites, it could adversely affect the results of operations. Physical loss and consequential loss insurance is carried to cover such risks but is subject to limits and deductibles and may not be sufficient to cover catastrophic loss. Management of orthopaedic inventory is complex, particularly forecasting and production planning. There is a risk that failures in operational execution could lead to excess inventory or individual product shortages.

The Group is reliant on certain key suppliers of raw materials, components, finished products and packaging materials or in some cases on a single supplier. These suppliers must provide the materials and perform the activities to the Group’s standard of quality requirements. A supplier’s failure to meet expected quality standards could create liability for the Group and adversely affect sales of the Group’s related products.

The Group may be forced to pay higher prices to obtain raw materials, which it may not be able to pass on to its customers in the form of increased prices for its finished products. In addition, some of the raw materials used may become unavailable, and there can be no assurance that the Group will be able to obtain suitable and cost effective substitutes. Any interruption of supply caused by these or other factors could negatively impact Smith & Nephew’s revenue and operating profit.

The Group will, from time to time including as part of the APEX programme, outsource or insource the manufacture of components and finished products to third parties and will periodically relocate the manufacture of product and/or processes between existing and/or new facilities. While these are planned activities, with these transfers there is a risk of disruption to supply.


174GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

GROUP INFORMATION continued

Attracting and retaining key personnel

The Group’s continued development depends on its ability to hire and retain highly-skilled personnel with particular expertise. This is critical, particularly in general management, research, new product development and in the sales forces. If Smith & Nephew is unable to retain key personnel in general management, research and new product development or if its largest sales forces suffer disruption or upheaval, its revenue and operating profit would be adversely affected. Additionally, if the Group is unable to recruit, hire, develop and retain a talented, competitive workforce, it may not be able to meet its strategic business objectives.

Proprietary rights and patents

Due to the technological nature of medical devices and the Group’s emphasis on serving its customers with innovative products, the Group has been subject to patent infringement claims and is subject to the potential for additional claims. Claims asserted by third parties regarding infringement of their intellectual property rights, if successful, could require the Group to expend time and significant resources to pay damages, develop non-infringing products or obtain licences to the products which are the subject of such litigation, thereby affecting the Group’s growth and profitability. Smith & Nephew attempts to protect its intellectual property and regularly opposes third party patents and trademarks where appropriate in those areas that might conflict with the Group’s business interests. If Smith & Nephew fails to protect and enforce its intellectual property rights successfully, its competitive position could suffer, which could harm its results of operations.

Product liability claims and loss of reputation

The development, manufacture and sale of medical devices entail risk of product liability claims or recalls. Design and manufacturing defects with respect to products sold by the Group or by companies it has acquired could damage, or impair the repair of, body functions. The Group may become subject to liability, which could be substantial, because of actual or alleged defects in its products. In addition, product defects could lead to the need to recall from the market existing products, which may be costly and harmful to the Group’s reputation.

There can be no assurance that customers, particularly in the US, the Group’s largest geographical market, will not bring product liability or related claims that would have a material adverse effect on the Group’s financial position or results of operations in the future, or that the Group will be able to resolve such claims within insurance limits. As at 31 December 2017, a provision of $157m is recognised relating to the present value of the estimated costs to resolve all unsettled known and unknown anticipated metal-on-metal hip implant claims.

Regulatory standards and compliance in the healthcare industry

Business practices in the healthcare industry are subject to regulation and review by various government authorities. In general, the trend in many countries in which the Group does business is towards higher expectations and increased enforcement activity by governmental authorities. While the Group is committed to doing business with integrity and welcomes the trend to higher standards in the healthcare industry, the Group and other companies in the industry have been subject to investigations and other enforcement activity that have incurred and may continue to incur significant expense. Under certain circumstances, if the Group were found to have violated the law, its ability to sell its products to certain customers could be restricted.

International regulation

The Group operates across the world and is subject to extensive legislation, including anti-bribery and corruption and data protection, in each country in which the Group operates. Our international operations are governed by the UK Bribery Act and the US Foreign Corrupt Practices Act which prohibit us or our representatives from making or offering improper payments to government officials and other persons or accepting payments for the purpose of obtaining or maintaining business. Our international operations in the Emerging Markets which operate through distributors increase our Group exposure to these risks.

The Group will also be required to comply with the requirements of the EU General Data Protection Regulation (GDPR) concerning personal data of data subjects residing in the EU when it comes into force in May 2018. Enforcement of such legislation has increased in recent years with significant fines and penalties being imposed on companies and individuals where breaches are found to have occurred.

Regulatory approval

The international medical device industry is highly regulated. Regulatory requirements are a major factor in determining whether substances and materials can be developed into marketable products and the amount of time and expense that should be allotted to such development.

National regulatory authorities administer and enforce a complex series of laws and regulations that govern the design, development, approval, manufacture, labelling, marketing and sale of healthcare products. They also review data supporting the safety and efficacy of such products. Of particular importance is the requirement in many countries that products be authorised or registered prior to manufacture, marketing or sale and that such authorisation or registration be subsequently maintained. The major regulatory agencies for Smith & Nephew’s products include the Food and Drug Administration (FDA) in the US, the Medicines and Healthcare products Regulatory Agency in the UK, the Ministry of Health, Labour and Welfare in Japan, the China Food and Drug Administration and the Australian Therapeutic Goods Administration. At any time, the Group is awaiting a number of regulatory approvals which, if not received, could adversely affect results of operations. In 2017, the European Union reached agreement on a new set of Medical Device Regulations which entered into force on 25 May 2017. These have a three-year transition period; therefore will fully apply in EU Member States from 26 May 2020.


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GROUP AND OTHER INFORMATION      175

The trend is towards more stringent regulation and higher standards of technical appraisal. Such controls have become increasingly demanding to comply with and management believes that this trend will continue.

Regulatory requirements may also entail inspections for compliance with appropriate standards, including those relating to Quality Management Systems or Good Manufacturing Practices regulations. All manufacturing and other significant facilities within the Group are subject to regular internal and external audit for compliance with national medical device regulation and Group policies.

Payment for medical devices may be governed by reimbursement tariff agencies in a number of countries. Reimbursement rates may be set in response to perceived economic value of the devices, based on clinical and other data relating to cost, patient outcomes and comparative effectiveness. They may also be affected by overall government budgetary considerations. The Group believes that its emphasis on innovative products and services should contribute to success in this environment.

Failure to comply with these regulatory requirements could have a number of adverse consequences, including withdrawal of approval to sell a product in a country, temporary closure of a manufacturing facility, fines and potential damage to Company reputation.

Failure to make successful acquisitions

A key element of the Group’s strategy for continued growth is to make acquisitions or alliances to complement its existing business. Failure to identify appropriate acquisition targets or failure to conduct adequate due diligence or to integrate them successfully would have an adverse impact on the Group’s competitive position and profitability. This could result from the diversion of management resources towards the acquisition or integration process, challenges of integrating organisations of different geographic, cultural and ethical backgrounds, as well as the prospect of taking on unexpected or unknown liabilities. In addition, the availability of global capital may make financing less attainable or more expensive and could result in the Group failing in its strategic aim of growth by acquisition or alliance.

Relationships with healthcare professionals

The Group seeks to maintain effective and ethical working relationships with physicians and medical personnel who assist in the research and development of new products or improvements to our existing product range or in product training and medical education. If we are unable to maintain these relationships our ability to meet the demands of our customers could be diminished and our revenue and profit could be materially adversely affected.

Reliance on sophisticated information technology

The Group uses a wide variety of information systems, programmes and technology to manage our business. Our systems are vulnerable to a cyber attack, malicious intrusion, loss of data privacy or any other significant disruption. Our systems have been and will continue to be the target of such threats. We have systems in place to minimise the risk and disruption of these intrusions and to monitor our systems on an ongoing basis for current or potential threats. There can be no assurance that these measures will prove effective in protecting Smith & Nephew from future interruptions and as a result the performance of the Group could be materially adversely affected.

Other risk factors

Smith & Nephew is subject to a number of other risks, which are common to most global medical technology groups and are reviewed as part of the Group’s Risk Management process.

FACTORS AFFECTING SMITH & NEPHEW’S RESULTS OF OPERATIONS

Government economic, fiscal, monetary and political policies are all factors that materially affect the Group’s operation or investments of shareholders. Other factors include sales trends, currency fluctuations and innovation. Each of these factors is discussed further in the ‘Our Marketplace’ on pages 16-17, ‘Financial review’ on pages 38-39 and ‘Taxation information for shareholders’ on pages 190-191.


176GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

Other Financial information

SELECTED FINANCIAL DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

  

2017

  

2016

  

2015

  

2014

  

2013

  

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

Income statement

 

  

 

  

 

  

 

  

 

  

 

Revenue

 

4,765

 

4,669

 

4,634

 

4,617

 

4,351

 

Cost of goods sold

 

(1,248)

 

(1,272)

 

(1,143)

 

(1,162)

 

(1,100)

 

Gross profit

 

3,517

 

3,397

 

3,491

 

3,455

 

3,251

 

Selling, general and administrative expenses

 

(2,360)

 

(2,366)

 

(2,641)

 

(2,471)

 

(2,210)

 

Research and development expenses

 

(223)

 

(230)

 

(222)

 

(235)

 

(231)

 

Operating profit1

 

934

 

801

 

628

 

749

 

810

 

Net interest (payable)/receivable

 

(51)

 

(46)

 

(38)

 

(22)

 

 4

 

Other finance costs

 

(10)

 

(16)

 

(15)

 

(11)

 

(11)

 

Share of results of associates

 

 6

 

(3)

 

(16)

 

(2)

 

(1)

 

Profit on disposal of business

 

 –

 

326

 

 –

 

 –

 

 –

 

Profit before taxation

 

879

 

1,062

 

559

 

714

 

802

 

Taxation

 

(112)

 

(278)

 

(149)

 

(213)

 

(246)

 

Attributable profit for the year

 

767

 

784

 

410

 

501

 

556

 

Earnings per ordinary share

 

  

 

  

 

  

 

  

 

  

 

Basic earnings per share

 

87.8¢

 

88.1¢

 

45.9¢

 

56.1¢

 

61.7¢

 

Diluted earnings per share

 

87.7¢

 

87.8¢

 

45.6¢

 

55.7¢

 

61.4¢

 

Average number of shares used in basic earnings per share (millions)

 

874

 

890

 

894

 

893

 

901

 

Average number of shares used in diluted earnings per share (millions)

 

875

 

893

 

899

 

899

 

906

 

Adjusted attributable profit2

 

  

 

  

 

  

 

  

 

  

 

Attributable profit for the year

 

767

 

784

 

410

 

501

 

556

 

Acquisition related costs

 

(10)

 

 9

 

25

 

125

 

31

 

Restructuring and rationalisation expenses

 

 –

 

62

 

65

 

61

 

58

 

Legal and other

 

(13)

 

(20)

 

187

 

(2)

 

 –

 

Amortisation and impairment of acquisition intangibles

 

140

 

178

 

204

 

129

 

88

 

Profit on disposal of business

 

 –

 

(326)

 

 –

 

 –

 

 –

 

US tax reform

 

(32)

 

 –

 

 –

 

 –

 

 –

 

Taxation on excluded items

 

(26)

 

48

 

(130)

 

(71)

 

(40)

 

Adjusted attributable profit

 

826

 

735

 

761

 

743

 

693

 

Adjusted earnings per ordinary share (EPSA)3

 

94.5¢

 

82.6¢

 

85.1¢

 

83.2¢

 

76.9¢

 

1     Reconciliation of operating to trading profit is presented below.

2     Non-IFRS financial measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 178-181.

3     Adjusted earnings per ordinary share is calculated by dividing adjusted attributable profit by the basic weighted number of shares.

Reconciliation of operating profit to trading profit

 

 

 

 

 

 

 

 

 

 

 

 

 

  

2017

  

2016

  

2015

  

2014

  

2013

  

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

Operating profit

 

934

 

801

 

628

 

749

 

810

 

Acquisition related costs

 

(10)

 

 9

 

12

 

118

 

31

 

Restructuring and rationalisation costs

 

 –

 

62

 

65

 

61

 

58

 

Amortisation and impairment of acquisition intangibles

 

140

 

178

 

204

 

129

 

88

 

Legal and other

 

(16)

 

(30)

 

190

 

(2)

 

 –

 

Trading profit

 

1,048

 

1,020

 

1,099

 

1,055

 

987

 


SMITH & NEPHEW ANNUAL REPORT 2017

 GROUP AND OTHER INFORMATION     177

 

 

 

 

 

 

 

 

 

 

 

 

 

  

2017

  

2016

  

2015

  

2014

  

2013

  

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

 

Group balance sheet

 

  

 

  

 

  

 

  

 

  

 

Non-current assets

 

5,135

 

4,815

 

4,692

 

4,866

 

3,563

 

Current assets

 

2,731

 

2,529

 

2,475

 

2,440

 

2,256

 

Total assets

 

7,866

 

7,344

 

7,167

 

7,306

 

5,819

 

Share capital

 

178

 

180

 

183

 

184

 

184

 

Share premium

 

605

 

600

 

590

 

574

 

535

 

Capital redemption reserve

 

17

 

15

 

12

 

11

 

10

 

Treasury shares

 

(257)

 

(432)

 

(294)

 

(315)

 

(322)

 

Retained earnings and other reserves

 

4,101

 

3,595

 

3,475

 

3,586

 

3,640

 

Total equity

 

4,644

 

3,958

 

3,966

 

4,040

 

4,047

 

Non-current liabilities

 

1,876

 

2,038

 

1,857

 

2,104

 

699

 

Current liabilities

 

1,346

 

1,348

 

1,344

 

1,162

 

1,073

 

Total liabilities

 

3,222

 

3,386

 

3,201

 

3,266

 

1,772

 

Total equity and liabilities

 

7,866

 

7,344

 

7,167

 

7,306

 

5,819

 

 

 

  

 

  

 

  

 

  

 

  

 

Group cash flow statement

 

  

 

  

 

  

 

  

 

  

 

Cash generated from operations

 

1,273

 

1,035

 

1,203

 

961

 

1,138

 

Net interest paid

 

(48)

 

(45)

 

(36)

 

(33)

 

(6)

 

Income taxes paid

 

(135)

 

(141)

 

(137)

 

(245)

 

(265)

 

Net cash inflow from operating activities

 

1,090

 

849

 

1,030

 

683

 

867

 

Capital expenditure (including trade investments and net of disposals of property, plant and equipment)

 

(384)

 

(394)

 

(360)

 

(379)

 

(340)

 

Acquisitions and disposals

 

(159)

 

(214)

 

(44)

 

(1,552)

 

(67)

 

Proceeds on disposal of business (net of tax)

 

 –

 

225

 

 –

 

 –

 

 –

 

Investment in associate

 

 –

 

 –

 

(25)

 

(2)

 

 –

 

Proceeds from associate loan redemption

 

 –

 

 –

 

 –

 

188

 

 –

 

Proceeds from own shares

 

 5

 

 6

 

 5

 

 4

 

 3

 

Equity dividends paid

 

(269)

 

(279)

 

(272)

 

(250)

 

(239)

 

Issue of ordinary capital and treasury shares purchased

 

(47)

 

(358)

 

(61)

 

(35)

 

(183)

 

Net cash flow from operating, investing and financing activities

 

236

 

(165)

 

273

 

(1,343)

 

41

 

Termination of finance lease

 

 5

 

 –

 

 –

 

 –

 

 –

 

Exchange adjustments

 

28

 

(24)

 

(21)

 

(17)

 

(6)

 

Opening net debt

 

(1,550)

 

(1,361)

 

(1,613)

 

(253)

 

(288)

 

Closing net debt

 

(1,281)

 

(1,550)

 

(1,361)

 

(1,613)

 

(253)

 

Selected financial ratios

 

  

 

  

 

  

 

  

 

  

 

Gearing (closing net debt as a percentage of total equity)

 

27.6%

 

39%

 

34%

 

40%

 

6%

 

Dividends per ordinary share

 

35.0¢1

 

30.8¢

 

30.8¢

 

29.60¢

 

27.40¢

 

Research and development costs to revenue

 

4.7%

 

4.9%

 

4.8%

 

5.1%

 

5.3%

 

Capital expenditure (including intangibles but excluding goodwill and trade investments) to revenue

 

7.9%

 

8.4%

 

7.7%

 

8.1%

 

7.8%

 

1     The Board has proposed a final dividend of 22.7 US cents per share which together with the first interim dividend of 12.3 US cents makes a total for 2017 of 35.0 US cents.


178GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

OTHER FINANCIAL INFORMATION continued

NON-IFRS FINANCIAL INFORMATION – ADJUSTED MEASURES

These Financial Statements include financial measures that are not prepared in accordance with International Financial Reporting Standards (IFRS). These measures, which include trading profit, trading profit margin, tax rate on trading results, EPSA, ROIC, trading cash flow, free cash flow, trading profit to trading cash conversion ratio, and underlying growth, exclude the effect of certain cash and non-cash items that Group management believes are not related to the underlying performance of the Group. These non-IFRS financial measures are also used by management to make operating decisions because they facilitate internal comparisons of performance to historical results.

Non-IFRS financial measures are presented in these Financial Statements as the Group’s management believe that they provide investors with a means of evaluating performance of the business segment and the consolidated Group on a consistent basis, similar to the way in which the Group’s management evaluates performance, that is not otherwise apparent on an IFRS basis, given that certain non-recurring, infrequent, non-cash and other items that management does not otherwise believe are indicative of the underlying performance of the consolidated Group may not be excluded when preparing financial measures under IFRS. These non-IFRS measures should not be considered in isolation from, as substitutes for, or superior to financial measures prepared in accordance with IFRS.

Underlying revenue growth

‘Underlying growth in revenue’ is used to compare the revenue in a given year to the previous year on a like-for-like basis. This is achieved by adjusting for the impact of sales of products acquired in material business combinations or disposed of and for movements in exchange rates.

Underlying growth in revenue is considered by the Group to be an important measure of performance in terms of local functional currency since it excludes those items considered to be outside the influence of local management. The Group’s management uses this non-IFRS measure in its internal financial reporting, budgeting and planning to assess performance on both a business and a consolidated Group basis. Revenue growth at constant currency is important in measuring business performance compared to competitors and compared to the growth of the market itself.

The Group considers that revenue from sales of products acquired in material business combinations results in a step-up in growth in revenue in the year of acquisition that cannot be wholly attributed to local management’s efforts with respect to the business in the year of acquisition. Depending on the timing of the acquisition, there will usually be a further step change in the following year. A measure of growth excluding the effects of business combinations also allows senior management to evaluate the performance and relative impact of growth from the existing business and growth from acquisitions. The process of making business acquisitions is directed, approved and funded from the Group corporate centre in line with strategic objectives.

The material limitation of the underlying growth in revenue measure is that it excludes certain factors, described above, which ultimately have a significant impact on total revenues. The Group compensates for this limitation by taking into account relative movements in exchange rates in its investment, strategic planning and resource allocation. In addition, as the evaluation and assessment of business acquisitions is not within the control of local management, performance of acquisitions is monitored centrally until the business is integrated.

The Group’s management considers that the non-IFRS measure of underlying growth in revenue and the IFRS measure of growth in revenue are complementary measures, neither of which management uses exclusively.

‘Underlying growth in revenue’ reconciles to growth in revenue reported, the most directly comparable financial measure calculated in accordance with IFRS by making two adjustments, the ‘constant currency exchange effect’ and the ‘acquisitions and disposals effect’, described below.

The ‘constant currency exchange effect’ is a measure of the increase/decrease in revenue resulting from currency movements on non-US Dollar sales and is measured as the difference between: 1) the increase/decrease in the current year revenue translated into US Dollars at the current year average exchange rate and the prior revenue translated at the prior year rate; and 2) the increase/decrease being measured by translating current and prior year revenues into US Dollars using the prior year closing rate.

The ‘acquisitions and disposals effect’ is the measure of the impact on revenue from newly acquired material business combinations and recent material business disposals. This is calculated by comparing the current year, constant currency actual revenue (which include acquisitions and exclude disposals from the relevant date of completion) with prior year, constant currency actual revenue, adjusted to include the results of acquisitions and exclude disposals for the commensurate period in the prior year. These sales are separately tracked in the Group’s internal reporting systems and are readily identifiable.


SMITH & NEPHEW ANNUAL REPORT 2017

 GROUP AND OTHER INFORMATION     179

Reported revenue growth, the most directly comparable financial measure calculated in accordance with IFRS, reconciles to underlying growth in revenue as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciling items

 

2017

  

Reported growth

  

Underlying growth

  

Acquisitions/disposals

  

Currency impact

  

Consolidated revenue by franchise

    

%

    

%

    

%

    

%

 

Sports Medicine, Trauma & Other

 

 1

 

 3

 

(2)

 

 –

 

Sports Medicine Joint Repair

 

 7

 

 6

 

 –

 

 1

 

Arthroscopic Enabling Technologies

 

(3)

 

(3)

 

 –

 

 –

 

Trauma & Extremities

 

 4

 

 4

 

 –

 

 –

 

Other Surgical Businesses

 

(11)

 

 7

 

(19)

 

 1

 

Reconstruction

 

 4

 

 3

 

 –

 

 1

 

Knee Implants

 

 6

 

 5

 

 –

 

 1

 

Hip Implants

 

 –

 

 –

 

 –

 

 –

 

Advanced Wound Management

 

 2

 

 2

 

 –

 

 –

 

Advanced Wound Care

 

 –

 

 –

 

 –

 

 –

 

Advanced Wound Bioactives

 

 –

 

 –

 

 –

 

 –

 

Advanced Wound Devices

 

13

 

13

 

 –

 

 –

 

Total

 

 2

 

 3

 

(1)

 

 –

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciling items

 

2016

  

Reported growth

  

 Underlying growth

  

Acquisitions/disposals

  

Currency impact

  

Consolidated revenue by franchise

    

%

    

%

    

%

    

%

 

Sports Medicine, Trauma & Other

 

 1

 

 3

 

(1)

 

(1)

 

Sports Medicine Joint Repair

 

 7

 

 8

 

 –

 

(1)

 

Arthroscopic Enabling Technologies

 

 –

 

 2

 

 –

 

(2)

 

Trauma & Extremities

 

(4)

 

(4)

 

 1

 

(1)

 

Other Surgical Businesses

 

 5

 

15

 

(9)

 

(1)

 

Reconstruction

 

 3

 

 2

 

 2

 

(1)

 

Knee Implants

 

 6

 

 4

 

 3

 

(1)

 

Hip Implants

 

(1)

 

(1)

 

 –

 

 –

 

Advanced Wound Management

 

(3)

 

(1)

 

 –

 

(2)

 

Advanced Wound Care

 

(5)

 

(3)

 

 –

 

(2)

 

Advanced Wound Bioactives

 

(1)

 

 –

 

 –

 

(1)

 

Advanced Wound Devices

 

 3

 

 5

 

 –

 

(2)

 

Total

 

 1

 

 2

 

 –

 

(1)

 

Trading profit, trading profit margin, trading cash flow and trading profit to cash conversion ratio

Trading profit, trading profit margin (trading profit expressed as a percentage of revenue), trading cash flow and trading profit to cash conversion ratio (trading cash flow expressed as a percentage of trading profit) are trend measures, which present the long-term profitability of the Group excluding the impact of specific transactions that management considers affect the Group’s short-term profitability and cash flows. The Group has identified the following items, where material, as those to be excluded from operating profit and cash generated from operations when arriving at trading profit and trading cash flow, respectively: acquisition and disposal related items arising in connection with business combinations, including amortisation of acquisition intangible assets, impairments and integration costs; restructuring events; gains and losses resulting from legal disputes and uninsured losses. In addition to these items, gains and losses that materially impact the Group’s profitability or cash flows on a short-term or one-off basis and the cash cost to fund defined benefit pension schemes that are closed to future accrual are excluded from operating profit and cash generated from operations when arriving at trading profit and trading cash flow, respectively.

Adjusted earnings per ordinary share (EPSA)

EPSA is a trend measure, which presents the long-term profitability of the Group excluding the post-tax impact of specific transactions that management considers affect the Group’s short-term profitability and the one-off impact of US tax reform. The Group presents this measure to assist investors in their understanding of trends. Adjusted attributable profit is the numerator used for this measure and is determined by adjusting attributable profit for the items that are excluded from operating profit when arriving at trading profit and items that are recognised below operating profit that affect the Group’s short-term profitability. The most directly comparable financial measure calculated in accordance with IFRS is basic earnings per ordinary share (‘EPS’).


180GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

OTHER FINANCIAL INFORMATION continued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

 

  

 

  

 

  

 

  

Cash generated

  

 

  

 

 

 

 

Operating

 

Profit before

 

 

 

Attributable

 

from operating

 

Earnings

 

 

 

Revenue

 

profit1

 

tax2

 

Taxation3

 

profit4

 

activities5

 

per share6

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

¢

 

2017 Reported

 

4,765

 

934

 

879

 

(112)

 

767

 

1,273

 

87.8

 

Acquisition-related costs and profit on disposal

 

 –

 

(10)

 

(10)

 

 2

 

(8)

 

 3

 

(0.9)

 

Restructuring and rationalisation costs

 

 –

 

 –

 

 –

 

 –

 

 –

 

15

 

 –

 

Amortisation and impairment of acquisition intangibles

 

 –

 

140

 

140

 

(40)

 

100

 

 –

 

11.4

 

Legal and other7

 

 –

 

(16)

 

(13)

 

12

 

(1)

 

25

 

(0.1)

 

US tax reform

 

 –

 

 –

 

 –

 

(32)

 

(32)

 

 –

 

(3.7)

 

Capital expenditure

 

 –

 

 –

 

 –

 

 –

 

 –

 

(376)

 

 –

 

2017 Adjusted

 

4,765

 

1,048

 

996

 

(170)

 

826

 

940

 

94.5

 

Acquisition-related costs and cash flows: For the year to 31 December 2017 the credit relates to a remeasurement of contingent consideration for a prior year acquisition partially offset by costs associated with the acquisition of Rotation Medical, Inc.

Restructuring and rationalisation costs: There were no restructuring and rationalisation costs in the year to 31 December 2017. The restructuring and rationalisation cash flows relate to the implementation of the Group Optimisation plan that was announced in May 2014 and completed at the end of 2016.

Amortisation and impairment of acquisition intangibles: For the year to 31 December 2017 the charge relates to the amortisation of intangible assets acquired in material business combinations and an impairment charge of $10m.

Legal and other: For the year to 31 December 2017 the charge relates primarily to legal expenses for patent litigation with Arthrex, ongoing metal-on-metal hip claims and an increase of $10m in the provision that reflects the present value of the estimated costs to resolve all other known and anticipated metal-on-metal hip claims. A $54m credit has been recognised in the year to 31 December 2017 following a settlement payment received from Arthrex relating to patent litigation. For the year to 31 December 2017 $44m of cash funding to closed defined benefit pension schemes is excluded from trading cash flow following the closure of the UK scheme to future accrual in December 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

  

 

  

 

  

 

  

 

  

Cash generated

  

 

  

 

 

 

 

Operating

 

Profit before

 

 

 

Attributable

 

from operating

 

Earnings

 

 

 

Revenue

 

profit1

 

tax2

 

Taxation3

 

profit4

 

activities5

 

per share6

 

 

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

$ million

    

¢

 

2016 Reported

 

4,669

 

801

 

1,062

 

(278)

 

784

 

1,035

 

88.1

 

Acquisition-related costs

 

 –

 

 9

 

(317)

 

120

 

(197)

 

24

 

(22.2)

 

Restructuring and rationalisation costs

 

 –

 

62

 

62

 

(14)

 

48

 

62

 

5.4

 

Amortisation and impairment of acquisition intangibles

 

 –

 

178

 

178

 

(59)

 

119

 

 –

 

13.4

 

Legal and other

 

 –

 

(30)

 

(20)

 

 1

 

(19)

 

36

 

(2.1)

 

Capital expenditure

 

 –

 

 –

 

 –

 

 –

 

 –

 

(392)

 

 –

 

2016 Adjusted

 

4,669

 

1,020

 

965

 

(230)

 

735

 

765

 

82.6

 

Acquisition-related costs and cash flows: For the year to 31 December 2016 these costs relate to the costs associated with the integration of Blue Belt Technologies and other acquisitions. Taxation and attributable profit include the effect of the disposal of the Gynaecology business.

Restructuring and rationalisation costs: For the year to 31 December 2016 these costs primarily relate to the ongoing implementation of the Group Optimisation plan that was announced in May 2014.

Amortisation and impairment of acquisition intangibles: For the year to 31 December 2016 these charges relate to the amortisation of intangible assets acquired in material business combinations and a total impairment of $48m including $32m relating to Oasis, a product acquired with the Healthpoint acquisition in 2013.

Legal and other: For the year to 31 December 2016 the net credit of $30m primarily relates to a $44m curtailment credit on post-retirement benefits in the UK pension scheme partially offset by legal expenses incurred for patent litigation with Arthrex. Also included is a net $1m credit in respect of insurance recoveries of $24m and legal expenses of $23m, relating to the ongoing metal-on-metal hip claims.

1     Represents a reconciliation of operating profit to trading profit.

2     Represents a reconciliation of reported profit before tax to trading profit before tax.

3     Represents a reconciliation of reported tax to trading tax.

4     Represents a reconciliation of reported attributable profit to adjusted attributable profit.

5     Represents a reconciliation of cash generated from operations to trading cash flow.

6     Represents a reconciliation of basic earnings per ordinary share to adjusted earnings per ordinary share (EPSA).

7     From 1 January 2017, the ongoing funding of closed defined benefit pension schemes is not included in management’s definition of trading cash flow as there is no defined benefit service cost for these schemes.


SMITH & NEPHEW ANNUAL REPORT 2017

 GROUP AND OTHER INFORMATION     181

Free Cash Flow

Free cash flow is a measure of the cash generated for the Group to use after capital expenditure according to its capital allocation framework, it is defined as the net cash flow from operating activities less: capital expenditure and cash flows from interest and income taxes. A reconciliation from net cash flow from operating activities, the most comparable IFRS measure, to free cash flow is set out below:

 

 

 

 

 

 

 

 

  

2017

  

2016

  

2015

 

    

$ million

    

$ million

    

$ million

Net cash flow from operating activities

 

1,273

 

1,035

 

1,203

Capital expenditure

 

(376)

 

(392)

 

(358)

Interest received

 

 2

 

 3

 

 8

Interest paid

 

(50)

 

(48)

 

(44)

Income taxes paid

 

(135)

 

(141)

 

(137)

Free cash flow

 

714

 

457

 

672

Return on invested capital (ROIC)

Return on invested capital (ROIC) is a measure of the return generated on capital invested by the Group. It provides a metric for long-term value creation and encourages compounding reinvestment within the business and discipline around acquisitions with low returns and long payback. ROIC is defined as: Net Operating Profit less Adjusted Taxes/((Opening Net Operating Assets + Closing Net Operating Assets)/2).

 

 

 

 

 

 

 

 

  

2017

  

2016

  

2015

 

    

$ million

    

$ million

    

$ million

Operating profit

 

934

 

801

 

 

Taxation

 

(112)

 

(278)

 

 

Taxation adjustment1

 

(10)

 

107

 

 

Net operating profit less adjusted taxes

 

812

 

630

 

 

 

 

 

 

 

 

 

Total equity

 

4,644

 

3,958

 

3,966

Retirement benefit asset

 

(62)

 

 –

 

(13)

Investments

 

(21)

 

(25)

 

(13)

Investments in associates

 

(118)

 

(112)

 

(115)

Cash at bank

 

(169)

 

(100)

 

(120)

Long term borrowings

 

1,423

 

1,564

 

1,434

Retirement benefit obligation

 

131

 

164

 

184

Bank drafts and loans

 

27

 

86

 

46

Net operating assets

 

5,855

 

5,535

 

5,369

Average net operating assets

 

5,695

 

5,452

 

 

Return on invested capital

 

14.3%

 

11.5%

 

 

1     Being the taxation on interest income, interest expense, other finance costs, share of results of associates and profit on disposal of business


182GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

OTHER FINANCIAL INFORMATION continued

CONTRACTUAL OBLIGATIONS

Contractual obligations at 31 December 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Payments due by period

 

 

 

Less than

 

One to

 

Three to

 

More than

 

 

 

one year

 

three years

 

five years

 

five years

 

 

    

$ million

    

$ million

    

$ million

    

$ million

  

Debt obligations

 

27

 

300

    

 –

 

 –

 

Private placement notes

 

36

 

194

 

443

 

647

 

Operating lease obligations

 

57

 

78

 

43

 

56

 

Retirement benefit obligation

 

25

 

50

 

25

 

 –

 

Purchase obligations

 

164

 

 7

 

 –

 

 –

 

Capital expenditure

 

26

 

 –

 

 –

 

 –

 

Other

 

81

 

74

 

45

 

 5

 

 

 

416

 

703

 

556

 

708

 

Other contractual obligations represent $45m of foreign exchange contracts and $160m of acquisition consideration. Provisions that do not relate to contractual obligations are not included in the above table.

The agreed contributions for 2018 in respect of the Group’s defined benefits plans are $25m for the UK Plan.

There are a number of agreements that take effect, alter or terminate upon a change in control of the Company or the Group following a takeover, such as bank loan agreements and Company share plans. None of these are deemed to be significant in terms of their potential impact on the business of the Group as a whole. In addition, there are service contracts between the Company and its Executive Directors which provide for the automatic payment of a bonus following loss of office or employment occurring because of a successful takeover bid. Further details are set out on page 102.

The Company does not have contracts or other arrangements which individually are essential to the business.

EXCHANGE RATES

The Group publishes its consolidated financial statements expressed in US Dollars. The following tables provide certain information concerning the exchange rates between Sterling and US Dollars based on the Bank of England rate.

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December

    

2017

    

2016

    

2015

    

2014

    

2013

Year end

 

1.35

 

1.23

 

1.48

 

1.56

 

1.66

Average1

 

1.30

 

1.35

 

1.53

 

1.65

 

1.56

High

 

1.36

 

1.48

 

1.59

 

1.72

 

1.66

Low

 

1.21

 

1.21

 

1.46

 

1.55

 

1.48

1     The average of the Bank of England rates in effect on the last day of each month during the relevant period.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

February
2018
1  

    

January
2018

    

December
2017

    

November
2017

    

October
2017

    

September
2017

High

 

1.42

 

1.43

 

1.35

 

1.35

 

1.33

 

1.36

Low

 

1.38

 

1.35

 

1.33

 

1.31

 

1.31

 

1.30

1     Up to 16 February 2018, the latest practicable date for this Annual Report.

On 16 February 2018, the latest practicable date for this Annual Report, the Bank of England rate was US$1.40 per £1.00.


SMITH & NEPHEW ANNUAL REPORT 2017

GROUP AND OTHER INFORMATION183

2016 FINANCIAL HIGHLIGHTS

COMMENTARY ON THE INCOME STATEMENT

–   Group revenue increased by $35m, 1% on a reported basis, from $4,634m in 2015 to $4,669m in 2016. The underlying increase is 2%, after adjusting for 1% attributable to the unfavourable impact of currency movements.

–   Cost of goods sold increased by $129m, 11% on a reported basis, from $1,143m in 2015 to $1,272m in 2016. The movement is primarily due to underlying trading.

–   Selling, general and administrative expenses decreased by $275m (10% on a reported basis) from $2,641m in 2015 to $2,366m in 2016. In 2016, administrative expenses included amortisation of software and other intangible assets of $61m (2015: $66m), $62m of restructuring and rationalisation expenses (2015: $65m), an amount of $178m relating to amortisation and impairment of acquired intangibles (2015: $204m), $9m of acquisition related costs (2015: $12m) and $30m net credit primarily related to a $44m curtailment credit on UK post-retirement benefits (2015: $190m charge for legal and other charges). Excluding the above items, selling, general and administrative expenses were $2,086m in 2016, a decrease of $18m from $2,104m in 2015.

–   Research and development expenditure as a percentage of revenue remained broadly consistent at 4.9% in 2016 (2015: 4.8%). Expenditure was $230m in 2016 compared to $222m in 2015. The Group continues to invest in innovative technologies and products to differentiate it from competitors.

–   Operating profit increased by $173m from $628m in 2015 to $801m in 2016. This movement in 2016 was primarily driven by the absence of costs recognised in 2015 relating to anticipated and settled metal-on-metal hip claims.

–   Net interest expense increased by $8m from a net $38m expense in 2015 to a net $46m expense in 2016. This movement is primarily due to an increase in the effective interest rate and the increase in net debt due to the acquisition of Blue Belt Technologies.

–   Other finance costs in 2016 increased by $1m and principally relates to costs associated with the Group’s retirement benefit schemes.

–   The taxation charge increased by $129m to $278m from $149m in 2015 principally due to the tax charge on the disposal of the Gynaecology business. Our reported tax rate of 26.2% (2015: 26.7%) includes the one-off benefit of a US tax settlement which is partly offset by the tax rate on the disposal of the predominantly US Gynaecology business.

COMMENTARY ON THE GROUP BALANCE SHEET

Non-current assets increased by $123m to $4,815m in 2016 from $4,692m in 2015. This is principally attributable to the following:

–   Property, plant and equipment increased by $50m from $932m in 2015 to $982m in 2016. There were $320m of additions together with $2m acquired with the Blue Belt acquisition which was partially offset by $21m of assets disposed. Depreciation of $224m was charged during 2016 and there were unfavourable currency movements of $27m.

–   Goodwill increased by $176m from $2,012m in 2015 to $2,188m in 2016. This movement relates to additions of $211m from the acquisition of Blue Belt and BST-CarGel. This was partially offset by unfavourable currency movements of $35m.

–   Intangible assets decreased by $91m from $1,502m in 2015 to $1,411m in 2016. There were additions of $72m in 2016 relating to intellectual property, distribution rights and software acquired together with $85m acquired with the Blue Belt and BST-CarGel acquisitions. Amortisation and impairment during 2016 was $239m and there were unfavourable currency movements of $9m.

–   Investments increased to $25m from $13m in 2015. The increase was attributable to additions of $2m and fair value remeasurement of $10m.

–   Deferred tax assets decreased by $8m in the year from $105m in 2015 to $97m in 2016. The net deferred tax asset position is $3m (2015: asset of $28m). The decrease of $25m is due to tax accrual to tax return adjustments and current year utilisation of net deferred tax assets offset by the impact of acquisitions of $15m.

Current assets increased by $54m to $2,529m from $2,475m in 2015. The movement relates to the following:

–   Inventories rose by $27m to $1,244m in 2016 from $1,217m in 2015. This movement is driven by inventory increases in distribution hubs and general increase across the Emerging Markets. This was offset by unfavourable currency movements of $26m.

–   The level of trade and other receivables increased by $47m to $1,185m in 2016 from $1,138m in 2015. The movement primarily relates to increased trade receivables of $39m and $10m decrease in the bad debt provision as well as unfavourable currency movements.

–   Cash at bank has decreased by $20m from $120m in 2015 to $100m in 2016.

Current liabilities increased by $4m from $1,344m in 2015 to $1,348m in 2016. This movement is attributable to:

–   Bank overdrafts and loans increased by $40m from $46m in 2015 to $86m in 2016.

–   Trade and other payables increased by $42m from $842m in 2015 to $884m in 2016 primarily due to deferred consideration for acquisitions made in 2016.

–   Provisions decreased by $46m from $193m in 2015 to $147m in 2016 primarily due to utilisation of the legal provision for known and anticipated metal-on-metal hip claims.

–   Current tax payables decreased by $32m from $263m in 2015 to $231m, mainly attributable to differences in the timing of cash tax payments year-on-year.


184GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

INFORMATION FOR SHAREHOLDERS

FINANCIAL CALENDAR

Annual General Meeting

12 April 2018

First quarter Trading Report

3 May 2018

Payment of 2017 final dividend

9 May 2018

Half year results announced

26 July 20181

Third quarter Trading Report

1 November 2018

Payment of 2018 interim dividend

November 2018

Full year results announced

February 20191

Annual Report available

February/March 2019

Annual General Meeting

April 2019

1Dividend declaration dates.

Annual General Meeting

The Company’s Annual General Meeting (AGM) will be held on Thursday, 12 April 2018 at 2pm at No.11 Cavendish Square, London W1G 0AN. Registered shareholders have been sent either a Notice of Annual General Meeting or notification of availability of the Notice of Annual General Meeting.

Corporate headquarters and registered office

The corporate headquarters is in the UK and the registered office address is: Smith & Nephew plc, 15 Adam Street, London W2N 6LA, UK. Registered in England and Wales No. 324357. Tel. +44 (0)20 7401 7646 website: www.smith-nephew.com.


SMITH & NEPHEW ANNUAL REPORT 2017

GROUP AND OTHER INFORMATION185

ORDINARY SHAREHOLDERS

Registrar

All general enquiries concerning shareholdings, dividends, changes to shareholders’ personal details and the AGM should be addressed to:

Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ.

Tel: 0370 703 0047

Tel: +44 (0) 117 378 5450 from outside the UK

Website: www.investorcentre.co.uk

*  Lines are open from 8:30am to 5:30pm Monday to Friday, excluding public holidays in England and Wales.

SHAREHOLDER COMMUNICATIONS

We make quarterly financial announcements which are made available through Stock Exchange announcements and on the Group’s website (www.smith-nephew.com). Copies of recent Annual Reports, press releases, institutional presentations and audio webcasts are also available on the website.

We send paper copies of the Notice of Annual General Meeting and Annual Report only to those shareholders and ADS holders who have elected to receive shareholder documentation by post. Electronic copies of the Annual Report and Notice of Annual General Meeting are available on the Group’s website at www.smith-nephew.com. Both ordinary shareholders and ADS holders can request paper copies of the Annual Report, which the Company provides free of charge. The Company will continue to send to ordinary shareholders by post the Form of Proxy notifying them of the availability of the Annual Report and Notice of Annual General Meeting on the Group’s website. If you elect to receive the Annual Report and Notice of Annual General Meeting electronically you are informed by e-mail of the documents’ availability on the Group’s website. ADS holders receive the Form of Proxy by post, but will not receive a paper copy of the Notice of Annual General Meeting.

INVESTOR COMMUNICATIONS

The Company maintains regular dialogue with individual institutional shareholders, together with results presentations. To ensure that all members of the Board develop an understanding of the views of major investors, the Executive Directors review significant issues raised by investors with the Board. Non-Executive Directors are sent copies of analysts’ and brokers’ briefings. There is an opportunity for individual shareholders to question the Directors at the Annual General Meeting and the Company regularly responds to letters from shareholders on a range of issues.

UK CAPITAL GAINS TAX

For the purposes of UK capital gains tax, the price of the Company’s ordinary shares on 31 March 1982 was 35.04p.

SMITH & NEPHEW SHARE PRICE

The Company’s ordinary shares are quoted on the London Stock Exchange under the symbol SN. The Company’s share price is available on the Smith & Nephew website www.smith-nephew.com and at www.londonstockexhchange.com where the live financial data is updated with a 15-minute delay.

AMERICAN DEPOSITARY SHARES (‘ADSs’) AND AMERICAN DEPOSITARY RECEIPTS (‘ADRs’)

In the USA, the Company’s ordinary shares are traded in the form of ADSs, evidenced by ADRs, on the New York Stock Exchange under the symbol SNN. Each American Depositary Share represents two ordinary shares. Deutsche Bank is the authorised depositary bank for the Company’s ADR programme.

ADS ENQUIRIES

All enquiries regarding ADS holder accounts and payment of dividends should be addressed to:

Deutsche Bank Shareholder Services
American Stock Transfer and Trust Company
Operations Centre 6201 15th Avenue
Brooklyn, New York
NY 11219

Tel: +1 866 249 2593 (toll free)
E-mail: db@astfinancial.com
Website: www.adr.db.com

The Deutsche Bank Global Direct Investor Services Program is available for US residents, enabling investment directly in ADSs with reduced brokerage commissions and service costs. For further information on Global Direct contact Deutsche Bank Shareholder Services (as above) or visit www.adr.db.com.


186GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

INFORMATION FOR SHAREHOLDERS continued

SMITH & NEPHEW ADS PRICE

The Company’s ADS price can be obtained from the official New York Stock Exchange website at www.nyse.com and the Smith & Nephew website www.smith-nephew.com where the live financial data is updated with a 15-minute delay, and is quoted daily in the Wall Street Journal.

ADS PAYMENT INFORMATION

The Company hereby discloses ADS payment information for the year ended 31 December 2017 in accordance with the Securities and Exchange Commission rules 12.D.3 and 12.D.4 relating to Form 20‑F filings by foreign private issuers. The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors, including payment of dividends by the Company by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fee for those services are paid.

Persons depositing or withdrawing shares must pay

For

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

$0.05 (or less) per ADS

Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

Any cash distribution to ADS registered holders, including payment of dividend

$0.05 (or less) per ADS per calendar year

Registration or transfer fees

Depositary services

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when shares are deposited or withdrawn

Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities

As necessary

During 2017, a fee of one US cent per ADS was collected on the 2016 final dividend paid in May and a fee of one US cent per ADS was collected on the 2017 interim dividend paid in October. In the period 1 January 2017 to 16 February 2018, the total program payments made by Deutsche Bank Trust Company Americas were $599,992.

DIVIDEND HISTORY

Smith & Nephew has paid dividends on its ordinary shares in every year since 1937. Following the capital restructuring and dividend reduction in 2000, the Group adopted a policy of increasing its dividend cover (the ratio of EPSA, as set out in the ‘Selected financial data’, to ordinary dividends declared for the year). This was intended to increase the financing capability of the Group for acquisitions and other investments. From 2000 to 2004, the dividend increased in line with inflation and, in 2004, dividend cover stood at 4.1 times. Having achieved this level of dividend cover the Board changed its policy, from that of increasing dividends in line with inflation, to that of increasing dividends for 2005 and after by 10%. Following the redenomination of the Company’s share capital into US Dollars, the Board re-affirmed its policy of increasing the dividend by 10% a year in US Dollar terms.

On 2 August 2012, the Board announced its intention to pursue a progressive dividend policy, with the aim of increasing the US Dollar value of ordinary dividends over time broadly based on the Group’s underlying growth in earnings, while taking into account capital requirements and cash flows.

At the time of the full year results, the Board reviews the appropriate level of total annual dividend each year. The Board intends that the interim dividend will be set by a formula and will be equivalent to 40% of the total dividend for the previous year. Dividends will continue to be declared in US Dollars with an equivalent amount in Sterling payable to those shareholders whose registered address is in the UK, or who have validly elected to receive Sterling dividends.

An interim dividend in respect of each fiscal year is normally declared in July or August and paid in November. A final dividend will be recommended by the Board of Directors and paid subject to approval by shareholders at the Company’s Annual General Meeting.

Future dividends of Smith & Nephew will be dependent upon: future earnings; the future financial condition of the Group; the Board’s dividend policy; and the additional factors that might affect the business of the Group set out in ‘Special note regarding forward-looking statements’ and ‘Risk Factors’.


SMITH & NEPHEW ANNUAL REPORT 2017

 GROUP AND OTHER INFORMATION     187

DIVIDENDS PER SHARE

The table below sets out the dividends per ordinary share in the last five years.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December

 

 

    

2017

    

2016

    

2015

    

2014

    

2013

  

Pence per share:

 

  

 

  

 

  

 

  

 

  

 

Interim

 

9.340 

 

10.080

 

8.533

 

7.578

 

7.211

 

Final

 

16.1831

 

14.420

 

14.300

 

13.574

 

11.121

 

Total

 

25.523 

 

24.500

 

22.833

 

21.152

 

18.332

 

US cents per share:

 

  

 

  

 

  

 

  

 

  

 

Interim

 

12.300 

 

12.300

 

13.111

 

12.222

 

11.556

 

Final

 

22.700 

 

18.500

 

19.000

 

20.667

 

18.889

 

Total

 

35.000 

 

30.800

 

32.111

 

32.889

 

30.445

 

1    Translated at the Bank of England rate on 16 February 2018.

From 6 April 2016 dividends below £5,000 per tax year became tax free and dividends above £5,000 per tax year became subject to personal income tax at the rate of 7.5% for basic rate taxpayers, 32.5% for higher rate taxpayers and 38.1% for additional rate taxpayers. A selfassessment form will therefore be required if your dividend income exceeds £5,000 per tax year. This will apply to both cash and dividend reinvestment plan (‘DRIP’) dividends, although dividends paid on shares held within pensions and ISAs will be unaffected, remaining tax free. Please note, with effect from 6 April 2018, the tax free allowance for dividend income will reduce from £5,000 to £2,000. This will impact the 2017 final dividend, which will be payable on 9 May 2018, subject to shareholder approval.

Dividends shown in the table above, prior to 6 April 2016, include the associated UK tax credit of 10%, but exclude the deduction of withholding taxes.

Since the second interim dividend for 2005, all dividends have been declared in US cents per ordinary share.

In respect of the proposed final dividend for the year ended 31 December 2017 of 22.7 US cents per ordinary share, the record date will be 6 April 2018 and the payment date will be 9 May 2018. The Sterling equivalent per ordinary share will be set following the record date. Shareholders may elect to receive their dividend in either Sterling or US Dollars and the last day for election will be 20 April 2018. The ordinary shares will trade ex-dividend on both the London and New York Stock Exchanges from 5 April 2018.

The proposed final dividend of 22.7 US cents per ordinary share, which together with the interim dividend of 12.3 US cents, makes a total for 2017 of 35.00 US cents.


188GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

INFORMATION FOR SHAREHOLDERS continued

SHARE PRICES

The table below sets out, for the periods indicated, the highest and lowest middle market quotations for the Company’s ordinary shares (as derived from the Daily Official List of the UK Listing Authority) and the highest and lowest sales prices of its ADSs (as reported on the New York Stock Exchange composite tape).

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary shares

 

ADSs

 

 

  

High

  

Low

  

High

  

Low

  

 

    

£

    

£

    

US$

    

US$

 

Year ended 31 December:

 

  

 

 

 

 

 

 

 

2013

 

8.68

 

6.80

 

71.85

 

52.90

 

20141

 

11.93

 

8.57

 

97.27

 

29.39

 

2015

 

12.12

 

10.60

 

37.78

 

32.48

 

2016

 

13.10

 

10.51

 

35.06

 

27.11

 

2017

 

14.31

 

11.70

 

38.50

 

29.90

 

Quarters in the year ended 31 December:

 

  

 

  

 

  

 

  

 

2016:

 

  

 

  

 

  

 

  

 

1st Quarter

 

11.79

 

10.51

 

34.80

 

30.55

 

2nd Quarter

 

12.67

 

11.12

 

34.97

 

31.43

 

3rd Quarter

 

13.10

 

12.11

 

35.06

 

32.37

 

4th Quarter

 

12.81

 

10.67

 

32.97

 

27.11

 

2017:

 

  

 

  

 

  

 

 

 

1st Quarter

 

12.52

 

11.70

 

31.71

 

29.90

 

2nd Quarter

 

13.82

 

12.16

 

35.71

 

30.98

 

3rd Quarter

 

13.99

 

12.94

 

37.17

 

33.87

 

4th Quarter

 

14.31

 

12.79

 

38.50

 

34.62

 

2018:

 

  

 

  

 

  

 

  

 

1st Quarter (to 16 February 2018)

 

12.94

 

12.15

 

37.20

 

34.12

 

Last six months:

 

  

 

  

 

  

 

  

 

August 2017

 

13.97

 

13.16

 

36.40

 

34.99

 

September 2017

 

13.99

 

13.08

 

37.17

 

35.53

 

October 2017

 

14.31

 

13.59

 

38.50

 

36.10

 

November 2017

 

14.12

 

13.10

 

37.42

 

35.50

 

December 2017

 

13.24

 

12.79

 

36.13

 

34.62

 

January 2018

 

12.94

 

12.31

 

37.20

 

34.58

 

February 2018 (to 16 February 2018)

 

12.80

 

12.15

 

36.54

 

34.12

 

1    On 14 October 2014, the ratio of ordinary shares per ADS changed from five ordinary shares per ADS to two ordinary shares per ADS.

SHARE CAPITAL

The principal trading market for the ordinary shares is the London Stock Exchange. The ordinary shares were listed on the New York Stock Exchange on 16 November 1999, trading in the form of ADSs evidenced by ADRs. Each ADS represents two ordinary shares from 14 October 2014, before which time one ADS represented five ordinary shares. The ADS facility is sponsored by Deutsche Bank acting as depositary.

All the ordinary shares, including those held by Directors and Executive Officers, rank pari passu with each other. On 23 January 2006, the ordinary shares of 122/9p were redenominated as ordinary shares of US 20 cents (following approval by shareholders at the Extraordinary General Meeting in December 2005). The new US Dollar ordinary shares carry the same rights as the previous ordinary shares. The share price continues to be quoted in Sterling. In 2006, the Company issued £50,000 of shares in Sterling in order to comply with English law. These were issued as deferred shares, which are not listed on any stock exchange. They have extremely limited rights and therefore effectively have no value. These shares were allotted to the Chief Executive Officer, although the Board reserves the right to transfer them to another member of the Board should it so wish.


SMITH & NEPHEW ANNUAL REPORT 2017

 GROUP AND OTHER INFORMATION     189

Shareholdings

As at 16 February 2018, to the knowledge of the Group, there were 14,877 registered holders of ordinary shares, of whom 96 had registered addresses in the USA and held a total of 207,045 ordinary shares (0.023% of the total issued). Because certain ordinary shares are registered in the names of nominees, the number of shareholders with registered addresses in the USA is not representative of the number of beneficial owners of ordinary shares resident in the USA.

As at 16 February 2018, 33,740,645 ADSs equivalent to 67,481,290 ordinary shares or approximately 7.7% of the total ordinary shares in issue, were outstanding and were held by 87 registered ADS holders.

Major shareholders

As far as is known to Smith & Nephew, the Group is not directly or indirectly owned or controlled by another corporation or by any Government and the Group has not entered into arrangements, the operation of which may at a subsequent date result in a change in control of the Group.

As at 16 February 2018, no persons are known to Smith & Nephew to have any interest (as defined in the Disclosure and Transparency Rules of the FCA) in 3% or more of the ordinary shares, other than as shown below. The following tables show changes over the last three years in the percentage and numbers of the issued share capital owned by shareholders holding 3% or more of ordinary shares, as notified to the Company under the Disclosure and Transparency Rules:

 

 

 

 

 

 

 

 

 

 

 

 

As at 31 December

 

 

 

16 February 2018

 

2017

 

2016

 

2015

 

 

    

%

    

%

    

%

    

%

  

BlackRock, Inc.

 

5.2

 

5.2

 

5.2

 

5.2

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 31 December

 

 

 

16 February 2018

 

2017

 

2016

 

2015

 

 

    

‘000

    

‘000

    

‘000

    

‘000

  

BlackRock, Inc.

 

46,427

 

46,427

 

46,427

 

46,427

 

The Company is not aware of any person who has a significant direct or indirect holding of securities in the Company, and is not aware of any persons holding securities which may control the Company. There are no securities in issue which have special rights as to the control of the Company.

Purchase of ordinary shares on behalf of the Company

At the AGM, the Company will be seeking a renewal of its current permission from shareholders to purchase up to 10% of its own shares. In order to avoid shareholder dilution, shares allotted to employees through employee share schemes are bought back on a quarterly basis and subsequently cancelled by the Company.

From 1 January 2017 to 16 February 2018, in the months listed below, the Company has purchased 2,907,586 ordinary shares at a cost of $50,112,844.04.

 

 

 

 

 

 

 

 

 

  

Total shares

  

Average price

  

Approximate US$ value

  

 

 

purchased

 

paid per share

 

of shares purchased

 

 

    

000s

    

pence

    

under the plan

 

20-21 February 2017 (partial Q4 2016)

 

429

 

1,205.0589

 

$
6,451,301

 

18-22 May 2017 (Q1 2017)

 

960

 

1,324.2686

 

$
16,520,793

 

2 August 2017 (Q2 2017)

 

309

 

1,319.9881

 

$
5,410,073

 

7-8 November 2017 (Q3 2017)

 

652

 

1,384.7434

 

$
11,837,805

 

14-15 February 2018 (Q4 2017)

 

557

 

1,261.6308

 

$
9,892,872

 

The shares were purchased in the open market by J.P. Morgan Securities plc and Merrill Lynch International on behalf of the Company.

Exchange controls and other limitations affecting security holders

There are no UK governmental laws, decrees or regulations that restrict the export or import of capital or that affect the payment of dividends, interest or other payments to non-resident holders of Smith & Nephew’s securities, except for certain restrictions imposed from time to time by Her Majesty’s Treasury of the United Kingdom pursuant to legislation, such as the United Nations Act 1946 and the Emergency Laws Act 1964, against the Government or residents of certain countries.

There are no limitations, either under the laws of the UK or under the Articles of Association of Smith & Nephew, restricting the right of non-UK residents to hold or to exercise voting rights in respect of ordinary shares, except that where any overseas shareholder has not provided to the Company a UK address for the service of notices, the Company is under no obligation to send any notice or other document to an overseas address. It is, however, the current practice of the Company to send every notice or other document to all shareholders regardless of the country recorded in the register of members, with the exception of details of the Company’s dividend reinvestment plan, which are not sent to shareholders with recorded addresses in the USA and Canada.


190GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

INFORMATION FOR SHAREHOLDERS continued

TAXATION INFORMATION FOR SHAREHOLDERS

The comments below are of a general and summary nature and are based on the Group’s understanding of certain aspects of current UK and US federal income tax law and practice relevant to the ADSs and ordinary shares not in ADS form. The comments address the material US and UK tax consequences generally applicable to a person who is the beneficial owner of ADSs or ordinary shares and who, for US federal income tax purposes, is a citizen or resident of the USA, a corporation (or other entity taxable as a corporation) created or organised in or under the laws of the USA (or any State therein or the District of Columbia), or an estate or trust the income of which is included in gross income for US federal income tax purposes regardless of its source (each a US Holder). The comments set out below do not purport to address all tax consequences of the ownership of ADSs or ordinary shares that may be material to a particular holder and in particular do not deal with the position of shareholders who directly or indirectly own 10% or more of the Company’s issued ordinary shares. This discussion does not apply to (i) persons whose holding of ADSs or ordinary shares is effectively connected with or pertains to either a permanent establishment in the UK through which a US Holder carries on a business in the UK or a fixed base from which a US Holder performs independent personal services in the UK, or (ii) persons whose registered address is inside the UK. This discussion does not apply to certain investors subject to special rules, such as certain financial institutions, tax-exempt entities, insurance companies, broker-dealers and traders in securities that elect to use the mark-to-market method of tax accounting, partnerships or other entities treated as partnerships for US federal income tax purposes, US Holders holding ADSs or ordinary shares as part of a hedging, conversion or other integrated transaction or US Holders whose functional currency for US federal income tax purposes is other than the US Dollar. In addition, the comments below do not address the potential application of the provisions of the United States Internal Revenue Code, known as the Medicare Contribution Tax, any alternative minimum tax consequences, any US federal tax and other than income tax or any US state, local or non-US (other than UK) taxes. The summary deals only with US Holders who hold ADSs or ordinary shares as capital assets for tax purposes. The summary is based on current UK and US law and practice which is subject to change, possibly with retroactive effect. US Holders are recommended to consult their own tax advisers as to the particular tax consequences to them of the ownership of ADSs or ordinary shares. The Company believes, and this discussion assumes, that the Company was not a passive foreign investment company for its taxable year ended 31 December 2017.

This discussion is based in part on representations by the depositary and assumes that each obligation under the deposit agreement and any related agreement will be performed in accordance with its terms. For purposes of US federal income tax law, US Holders of ADSs will generally be treated as owners of the ordinary shares represented by the ADSs. However, the US Treasury has expressed concerns that parties to whom depositary shares are released before shares are delivered to the depositary (pre-released) may be taking actions that are inconsistent with the claiming of foreign tax credits by owners of depositary shares. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate US Holders. Accordingly, the availability of the reduced tax rate for dividends received by certain non-corporate US Holders of ADSs could be affected by actions that may be taken by parties to whom ADSs are pre-released.

Taxation of distributions in the UK and the USA

The UK does not currently impose a withholding tax on dividends paid by a UK corporation, such as the Company.

Distributions paid by the Company will generally be taxed as foreign source dividends to the extent paid out of the Company’s current or accumulated earnings and profits as determined for US federal income tax purposes. Because the Company does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions generally will be reported to US Holders as dividends. Such dividends will not be eligible for the dividends-received deduction generally allowed to corporate US Holders.

Dividends paid to certain non-corporate US Holders of ordinary shares or ADSs may be subject to US federal income tax at lower rates than those applicable to other types of ordinary income if certain conditions are met. Non-corporate US Holders should consult their own tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at these favourable rates.

Taxation of capital gains

US Holders, who are not resident or ordinarily resident for tax purposes in the UK, will not generally be liable for UK capital gains tax on any capital gain realised upon the sale or other disposition of ADSs or ordinary shares unless the ADSs or ordinary shares are held in connection with a trade carried on in the UK through a permanent establishment (or in the case of individuals, through a branch or agency). Furthermore, UK resident individuals who acquire ADSs or ordinary shares before becoming temporarily non-UK residents may remain subject to UK taxation of capital gains on gains realised while non-resident.

For US federal income tax purposes, gains or losses realised upon a taxable sale or other disposition of ADSs or ordinary shares by US Holders generally will be US source capital gains or losses and will be long-term capital gains or losses if the ADSs or ordinary shares were held for more than one year. The amount of a US Holder’s gain or loss will be equal to the difference between the amount realised on the sale or other disposition and such holder’s tax basis in the ADSs, or ordinary shares, each determined in US Dollars.


SMITH & NEPHEW ANNUAL REPORT 2017

 GROUP AND OTHER INFORMATION     191

Inheritance and estate taxes

The HM Revenue & Customs imposes inheritance tax on capital transfers which occur on death, and in the seven years preceding death. The HM Revenue & Customs considers that the US/UK Double Taxation Convention on Estate and Gift Tax applies to inheritance tax. Consequently, a US citizen who is domiciled in the USA and is not a UK national or domiciled in the UK will not be subject to UK inheritance tax in respect of ADSs and ordinary shares. A UK national who is domiciled in the USA will be subject to UK inheritance tax but will be entitled to a credit for any US federal estate tax charged in respect of ADSs and ordinary shares in computing the liability to UK inheritance tax. Special rules apply where ADSs and ordinary shares are business property of a permanent establishment of an enterprise situated in the UK.

US information reporting and backup withholding

Payments of dividends on, or proceeds from the sale of, ADSs or ordinary shares that are made within the USA or through certain US-related financial intermediaries generally will be subject to US information reporting, and may be subject to backup withholding, unless a US Holder is an exempt recipient or, in the case of backup withholding, provides a correct US taxpayer identification number and certain other conditions are met.

Any backup withholding deducted may be credited against the US Holder’s US federal income tax liability, and, where the backup withholding exceeds the actual liability, the US Holder may obtain a refund by timely filing the appropriate refund claim with the US Internal Revenue Service.

US Holders who are individuals or certain specified entities may be required to report information relating to securities issued by a non-US person (or foreign accounts through which the securities are held), subject to certain exceptions (including an exception for securities held in accounts maintained by US financial institutions). US Holders should consult their tax advisers regarding their reporting obligations with respect to the ADSs or ordinary shares.

UK stamp duty and stamp duty reserve tax

UK stamp duty is charged on documents and in particular instruments for the transfer of registered ownership of ordinary shares. Transfers of ordinary shares in certificated form will generally be subject to UK stamp duty at the rate of ½% of the consideration given for the transfer with the duty rounded up to the nearest £5.

UK stamp duty reserve tax (SDRT) arises when there is an agreement to transfer shares in UK companies ‘for consideration in money or money’s worth’, and so an agreement to transfer ordinary shares for money or other consideration may give rise to a charge to SDRT at the rate of ½% (rounded up to the nearest penny). The charge of SDRT will be cancelled, and any SDRT already paid will be refunded, if within six years of the agreement an instrument of transfer is produced to HM Revenue & Customs and the appropriate stamp duty paid.

Transfers of ordinary shares into CREST (an electronic transfer system) are exempt from stamp duty so long as the transferee is a member of CREST who will hold the ordinary shares as a nominee for the transferor and the transfer is in a form that will ensure that the securities become held in uncertificated form within CREST. Paperless transfers of ordinary shares within CREST for consideration in money or money’s worth are liable to SDRT rather than stamp duty. SDRT on relevant transactions will be collected by CREST at ½%, and this will apply whether or not the transfer is effected in the UK and whether or not the parties to it are resident or situated in the UK.

A charge of stamp duty or SDRT at the rate of 1½% of the consideration (or, in some circumstances, the value of the shares concerned) will arise on a transfer or issue of ordinary shares to the depositary or to certain persons providing a clearance service (or their nominees or agents) for the conversion into ADRs and will generally be payable by the depositary or person providing clearance service. In accordance with the terms of the Deposit Agreement, any tax or duty payable by the depositary on deposits of ordinary shares will be charged by the depositary to the party to whom ADRs are delivered against such deposits.

No liability for stamp duty or SDRT will arise on any transfer of, or agreement to transfer, an ADS or beneficial ownership of an ADS, provided that the ADS and any instrument of transfer or written agreement to transfer remains at all times outside the UK, and provided further that any instrument of transfer or written agreement to transfer is not executed in the UK and the transfer does not relate to any matter or thing done or to be done in the UK (the location of the custodian as a holder of ordinary shares not being relevant in this context). In any other case, any transfer of, or agreement to transfer, an ADS or beneficial ownership of an ADS could, depending on all the circumstances of the transfer, give rise to a charge to stamp duty or SDRT.


192GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

INFORMATION FOR SHAREHOLDERS continued

ARTICLES OF ASSOCIATION

The following summarises certain material rights of holders of the Company’s ordinary shares under the material provisions of the Company’s Articles of Association and English law. This summary is qualified in its entirety by reference to the Companies Act and the Company’s Articles of Association. In the following description, a ‘shareholder’ is the person registered in the Company’s register of members as the holder of an ordinary share.

The Company is incorporated under the name Smith & Nephew plc and is registered in England and Wales with registered number 324357.

The Company’s ordinary shares may be held in certificated or uncertificated form. No holder of the Company’s shares will be required to make additional contributions of capital in respect of the Company’s shares in the future. In accordance with English law, the Company’s ordinary shares rank equally.

Directors

Under the Company’s Articles of Association, a Director may not vote in respect of any contract, arrangement, transaction or proposal in which he, or any person connected with him, has any material interest other than by virtue of his interests in securities of, or otherwise in or through, the Company. This is subject to certain exceptions relating to proposals (a) indemnifying him in respect of obligations incurred on behalf of the Company, (b) indemnifying a third party in respect of obligations of the Company for which the Director has assumed responsibility under an indemnity or guarantee, (c) relating to an offer of securities in which he will be interested as an underwriter, (d) concerning another body corporate in which the Director is beneficially interested in less than 1% of the issued shares of any class of shares of such a body corporate, (e) relating to an employee benefit in which the Director will share equally with other employees and (f) relating to any insurance that the Company is empowered to purchase for the benefit of Directors of the Company in respect of actions undertaken as Directors (and/or officers) of the Company.

A Director shall not vote or be counted in any quorum present at a meeting in relation to a resolution on which he is not entitled to vote. The Directors are empowered to exercise all the powers of the Company to borrow money, subject to the limitation that the aggregate amount of all monies borrowed after deducting cash and current asset investments by the Company and its subsidiaries shall not exceed the sum of $6,500,000,000.

Any Director who has been appointed by the Directors since the previous Annual General Meeting of shareholders, either to fill a casual vacancy or as an additional Director holds office only until the conclusion of the next Annual General Meeting and then shall be eligible for re-election by the shareholders. The other Directors retire and are eligible for re-appointment at the third Annual General Meeting after the meeting at which they were last re-appointed. If not re-appointed, a Director retiring at a meeting shall retain office until the meeting appoints someone in his place, or if it does not do so, until the conclusion of the meeting. The Directors are subject to removal with or without cause by the Board or the shareholders. Directors are not required to hold any shares of the Company by way of qualification.

Under the Company’s Articles of Association and English law, a Director may be indemnified out of the assets of the Company against liabilities he may sustain or incur in the execution of his duties.

Rights attaching to ordinary shares

Under English law, dividends are payable on the Company’s ordinary shares only out of profits available for distribution, as determined in accordance with accounting principles generally accepted in the UK and by the Companies Act 2006. Holders of the Company’s ordinary shares are entitled to receive final dividends as may be declared by the Directors and approved by the shareholders in general meeting, rateable according to the amounts paid up on such shares, provided that the dividend cannot exceed the amount recommended by the Directors.

The Company’s Board of Directors may declare such interim dividends as appear to them to be justified by the Company’s financial position. If authorised by an ordinary resolution of the shareholders, the Board may also direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid up shares or debentures of the Company).

Any dividend unclaimed after 12 years from the date the dividend was declared, or became due for payment, will be forfeited and will revert to the Company. There were no material modifications to the rights of shareholders under the Articles during 2017.

Voting rights of ordinary shares

Voting at any general meeting of shareholders is by a show of hands unless a poll, which is a written vote, is duly demanded and held. On a show of hands, every shareholder who is present in person at a general meeting has one vote regardless of the number of shares held. On a poll, every shareholder who is present in person or by proxy has one vote for each ordinary share held by that shareholder. A poll may be demanded by any of the following:

–   The chairman of the meeting;

–   At least five shareholders present or by proxy entitled to vote on the resolution;

–   Any shareholder or shareholders representing in the aggregate not less than one-tenth of the total voting rights of all shareholders entitled to vote on the resolution; or

–   Any shareholder or shareholders holding shares conferring a right to vote on the resolution on which there have been paid-up sums in aggregate equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

A Form of Proxy will be treated as giving the proxy the authority to demand a poll, or to join others in demanding one, as above.


SMITH & NEPHEW ANNUAL REPORT 2017

 GROUP AND OTHER INFORMATION     193

The necessary quorum for a general meeting is two shareholders present in person or by proxy carrying the right to vote upon the business to be transacted. Matters are transacted at general meetings of the Company by the processing and passing of resolutions of which there are two kinds; ordinary or special resolutions:

– Ordinary resolutions include resolutions for the re-election of Directors, the approval of financial statements, the declaration of dividends (other than interim dividends), the appointment and re-appointment of auditors or the grant of authority to allot shares. An ordinary resolution requires the affirmative vote of a majority of the votes of those persons voting at the meetings at which there is a quorum.

– Special resolutions include resolutions amending the Company’s Articles of Association, dis-applying statutory pre-emption rights or changing the Company’s name; modifying the rights of any class of the Company’s shares at a meeting of the holders of such class or relating to certain matters concerning the Company’s winding up. A special resolution requires the affirmative vote of not less than three-quarters of the votes of the persons voting at the meeting at which there is a quorum.

Annual General Meetings must be convened upon advance written notice of 21 days. Other general meetings must be convened upon advance written notice of at least 14 clear days. The days of delivery or receipt of notice are not included. The notice must specify the nature of the business to be transacted. Meetings are convened by the Board of Directors. Members with 5% of the ordinary share capital of the Company may requisition the Board to convene a meeting.

Variation of rights

If, at any time, the Company’s share capital is divided into different classes of shares, the rights attached to any class may be varied, subject to the provisions of the Companies Act, with the consent in writing of holders of three-quarters in nominal value of the issued shares of that class or upon the adoption of a special resolution passed at a separate meeting of the holders of the shares of that class. At every such separate meeting, all the provisions of the Articles of Association relating to proceedings at a general meeting apply, except that the quorum is to be the number of persons (which must be two or more) who hold or represent by proxy not less than one-third in nominal value of the issued shares of the class and at any such meeting a poll may be demanded in writing by any person or their proxy who hold shares of that class. Where a person is present by proxy or proxies, he is treated as holding only the shares in respect of which the proxies are authorised to exercise voting rights.

Rights in a winding up

Except as the Company’s shareholders have agreed or may otherwise agree, upon the Company’s winding up, the balance of assets available for distribution:

–  After the payment of all creditors including certain preferential creditors, whether statutorily preferred creditors or normal creditors; and

–  Subject to any special rights attaching to any other class of shares;

–  Is to be distributed among the holders of ordinary shares according to the amounts paid-up on the shares held by them. This distribution is generally to be made in US Dollars. A liquidator may, however, upon the adoption of any extraordinary resolution of the shareholders and any other sanction required by law, divide among the shareholders the whole or any part of the Company’s assets in kind.

Limitations on voting and shareholding

There are no limitations imposed by English law or the Company’s Articles of Association on the right of non-residents or foreign persons to hold or vote the Company’s ordinary shares or ADSs, other than the limitations that would generally apply to all of the Company’s shareholders.

Transfers of shares

The Board may refuse to register the transfer of shares held in certificated form which:

–   Are not fully paid (provided that it shall not exercise this discretion in such a way as to prevent stock market dealings in the shares of that class from taking place on an open and proper basis);

–   Are not duly stamped or duly certified or otherwise shown to the satisfaction of the Board to be exempt from stamp duty, lodged at the Transfer Office or at such other place as the Board may appoint and (save in the case of a transfer by a person to whom no certificate was issued in respect of the shares in question) accompanied by the certificate for the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do;

–   Are in respect of more than one class of shares; or

–   Are in favour of more than four transferees.

Deferred shares

Following the re-denomination of share capital on 23 January 2006, the ordinary shares’ nominal value became 20 US cents each. There were no changes to the rights or obligations of the ordinary shares. In order to comply with the Companies Act 2006, a new class of Sterling shares was created, deferred shares, of which £50,000 were issued and allotted in 2006 as fully paid to the Chief Executive Officer though the Board reserves the right to transfer them to another member of the Board should it so wish. These deferred shares have no voting or dividend rights and on winding up only are entitled to repayment at nominal value only if all ordinary shareholders have received the nominal value of their shares plus an additional $1,000 each.

Amendments

The Company does not have any special rules about amendments to its Articles of Association beyond those imposed by law.


194GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

INFORMATION FOR SHAREHOLDERS continued

CROSS REFERENCE TO FORM 20‑F

This table provides a cross reference from the information included in this Annual Report to the requirements of Form 20‑F.

Part I

Page

 Item 1

Identity of Directors, Senior Management and Advisers

n/a 

 Item 2

Offer Statistics and Expected Timetable

n/a 

 Item 3

Key Information

A – Selected Financial Data

176–177 

B – Capitalization and Indebtedness

n/a 

C – Reason for the Offer and Use of Proceeds

n/a 

D – Risk Factors

172–175 

 Item 4

Information on the Company

A – History and Development of the Company

165–171, 184 

B – Business Overview

2–47, 121–124, 169–175, 183 

C – Organizational Structure

7, 136–137, 167–168 

D – Property, Plant and equipment

131–132, 171 

 Item 4A

Unresolved Staff Comments

None 

 Item 5

Operating and Financial Review and Prospects

A – Operating results

6–7, 36–39, 172–175, 183 

B – Liquidity and Capital Resources

39, 140–142, 158–159 

C – Research and Development, patents and licences, etc.

3, 5, 13, 125 

D – Trend information

16–17, 38–39 , 171–175 

E – Off Balance Sheet Arrangements

171 

F – Tabular Disclosure of Contractual Obligations

182 

G – Safe Harbor

200 

 Item 6

Directors, Senior Management and Employees

A – Directors and Senior Management

50–55 

B – Compensation

79–105 

C – Board Practices

50–78

D – Employees

25–28, 126 

E – Share Ownership

91, 93, 162 

 Item 7

Major shareholders and Related Party Transactions

A – Major shareholders

189 

    – Host Country shareholders

189 

B – Related Party Transactions

162, 171 

C – Interests of experts and counsel

n/a 

 Item 8

Financial information

A – Consolidated Statements and Other Financial Information

107–162 

    – Legal Proceedings

149–150 

    – Dividends

186–187 

B – Significant Changes

None 

 Item 9

The Offer and Listing

A – Offer and Listing Details

188–189 

B – Plan of Distribution

n/a 

C – Markets

188 

D – Selling shareholders

n/a 

E – Dilution

n/a 

F – Expenses of the Issue

n/a 


SMITH & NEPHEW ANNUAL REPORT 2017

 GROUP AND OTHER INFORMATION     195

Part I

Page

 Item 10

Additional Information

A – Share capital

n/a 

B – Memorandum and Articles of Association

192–193 

C – Material Contracts

n/a 

D – Exchange Controls

189 

E – Taxation

190–191 

F – Dividends and Paying Agents

n/a 

G – Statement by Experts

n/a 

H – Documents on Display

200 

I – Subsidiary Information

167–170 

 Item 11

Quantitative and Qualitative Disclosure about Market Risk

143–147, 171–175 

 Item 12

Description of Securities Other than Equity Securities

A – Debt securities

n/a 

B – Warrants and rights

n/a 

C – Other securities

n/a 

D – American Depositary shares

185–186 

Part II

 Item 13

Defaults, Dividend Arrearages and Delinquencies

None 

 Item 14

Material Modifications to the Rights of Security Holders and Use of Proceeds

None 

 Item 15

Controls and Procedures

71–78 

 Item 16

(Reserved)

n/a 

A  –  Audit Committee Financial Expert

71 

B  –  Code of Ethics

78 

C  –  Principal Accountant Fees and Services

75–76, 126 

D  –  Exemptions from the Listing Standards for Audit Committees

n/a 

E  –  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

157, 189 

F  –  Change in Registrant’s Certifying Accountant

n/a 

G  –  Corporate Governance

56 

H  –  Mine Safety Disclosure

n/a 

Part III

 Item 17

Financial Statements

n/a 

 Item 18

Financial Statements

107–162 

 Item 19

Exhibits

201-206 


196GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

INFORMATION FOR SHAREHOLDERS continued

GLOSSARY OF TERMS

Unless the context indicates otherwise, the following terms have the meanings shown below:

Term

Meaning

ACL

The anterior cruciate ligament (ACL) is one of the four major ligaments in the human knee.

ADR

In the US, the Company’s ordinary shares are traded in the form of American Depositary Shares evidenced by American Depositary Receipts (ADRs).

ADS

In the US, the Company’s ordinary shares are traded in the form of American Depositary Shares (ADSs).

Arthroscopic Enabling Technologies

A product group which includes a variety of technologies such as fluid management equipment for surgical access, high definition cameras, digital image capture, scopes, light sources and monitors to assist with visualisation inside the joints, radio frequency, electromechanical and mechanical tissue resection devices, and hand instruments for removing damaged tissue.

Advanced Wound Bioactives

A product group which includes biologics and other bioactive technologies that provide unique approaches to debridement and dermal repair/regeneration.

Advanced Wound Care

A product group which includes products for the treatment and prevention of acute and chronic wounds, including leg, diabetic and pressure ulcers, burns and post-operative wounds.

Advanced Wound Devices

A product group which includes traditional and single-use Negative Pressure Wound Therapy and hydrosurgery systems.

AGM

Annual General Meeting of the Company.

Arthroscopy

Endoscopy of the joints is termed ‘arthroscopy’, with the principal applications being the knee and shoulder.

Basis Point

One hundredth of one percentage point.

Chronic wounds

Chronic wounds are those with long or unknown healing times including leg ulcers, pressure sores and diabetic foot ulcers.

Company

Smith & Nephew plc or, where appropriate, the Company’s Board of Directors, unless the context otherwise requires.

Companies Act

Companies Act 2006, as amended, of England and Wales.

Emerging Markets

Emerging Markets include Greater China, India, Brazil and Russia.

EPSA

EPSA (Adjusted earnings per ordinary share) is a trend measure, which presents the long-term profitability of the Group excluding the post-tax impact of specific transactions that management considers affects the Group’s short-term profitability. The Group presents this measure to assist investors in their understanding of trends. Adjusted attributable profit is the numerator used for this measure and is determined by adjusting attributable profit for the items that are excluded from operating profit when arriving at trading profit and items that are recognised below operating profit that affect the Group’s short-term profitability.

Endoscopy

Through a small incision, surgeons are able to see inside the body using a monitor and identify and repair defects.

Established Markets

Established Markets include United States of America, Europe, Australia, New Zealand, Canada and Japan.

Euro or €

References to the common currency used in the majority of the countries of the European Union.

FDA

US Food and Drug Administration.

Financial statements

Refers to the consolidated Group Accounts of Smith & Nephew plc.

FTSE 100

Index of the largest 100 listed companies on the London Stock Exchange in 1937 and in 1999 the by market capitalisation.

Group was also listed on the New York Stock Exchange. In 2001,or Smith & Nephew became a constituent member

Used for convenience to refer to the Company and its consolidated subsidiaries, unless the context otherwise requires.

Health economics

A branch of economics concerned with issues related to efficiency, effectiveness, value and behaviour in the production and consumption of health and healthcare.

Hip Implants

A product group which includes specialist products for reconstruction of the FTSE-100 index inhip joint.

IFRIC

International Financial Reporting Interpretations as adopted by the UK. This means that Smith & Nephew is included inEU and as issued by the top 100 companies traded onInternational Accounting Standards Board.

IFRS

International Financial Reporting Standards as adopted by the EU and as issued by the International Accounting Standards Board.

Knee implants

A product group which includes an innovative range of products for specialised knee replacement procedures.

LSE

London Stock Exchange measured in terms of market capitalisation.Exchange.

Today, Smith & Nephew is a public limited company incorporated and headquartered in the UK and carries out business around the world.MHRA

Property, plant and equipment

The table below summarises the main properties which the Group uses and their approximate areas.

Approximate area  (square feet 000’s) 

Group head office in London, UK

20 

Group research facility in York, UK

84 

Advanced Surgical Devices headquarters in Andover, Massachusetts, US

144 

Advanced Wound Management headquarters and manufacturing facility in Hull, UK

473 

Advanced Surgical Devices manufacturing facilities in Memphis, Tennessee, US

971 

Advanced Surgical Devices distribution facility in Memphis, Tennessee, US

210 

Advanced Surgical Devices manufacturing facility in Aarau, Switzerland

121 

Advanced Surgical Devices manufacturing facility in Beijing, China

192 

Advanced Surgical Devices manufacturing and warehouse facility in Warwick, UK

90 

Advanced Surgical Devices manufacturing and warehouse facility in Tuttlingen, Germany

64 

Advanced Surgical Devices distribution facility and European headquarters in Baar, Switzerland

67 

Advanced Surgical Devices manufacturing facility in Mansfield, Massachusetts, US

98 

Advanced Surgical Devices manufacturing facility in Oklahoma City, Oklahoma, US

155 

Advanced Surgical Devices manufacturing facility in Calgary, Canada

17 

Advanced Surgical Devices manufacturing facility in Austin, Texas, US

198 

Advanced Surgical Devices manufacturing facility in La Aurora, Costa Rica

36 

Advanced Surgical Devices research facility in Irvine, California, US

23 

Advanced Surgical Devices manufacturing facility in Sangameshwar, India

39 

Advanced Wound Management manufacturing facility in Suzhou, China

288 

Advanced Wound Management manufacturing facility in Fort Saskatchewan, Canada

76 

Advanced Wound Management US headquarters in St. Petersburg, Florida, US

44 

Advanced Wound Bioactives headquarters and laboratory space in Fort Worth, Texas, US

105 

Advanced Wound Bioactives manufacturing facility in Curaçao, Dutch Caribbean

16 

The Group Global Operations strategy includes ongoing assessment of the optimal facility footprint. The Advanced Surgical Devices manufacturing facilities in Memphis, Tennessee are largely freehold, a portion of Tuttlingen and the Advanced Wound Management facilities in Hull are freehold while other principal locations are leasehold. The Group has freehold and leasehold interests in real estate in other countries throughout the world, but no other is individually significant to the Group. Where required, the appropriate governmental authorities have approved the facilities.

Off-balance sheet arrangements

Management believes that the Group does not have any off-balance sheet arrangements, as defined by the SEC in item 5E of Form 20-F, that have or are reasonably likely to have a current or future effect on the Group’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Related party transactions

Except for transactions with associates (see Note 23.2 of Notes to the Group accounts), no other related party had material transactions or loans with Smith & Nephew over the last three financial years.

170Smith & Nephew Annual report 2014


Risk factors

There are known and unknown risks and uncertainties relating to Smith & Nephew’s business. The factors listed below could cause the Group’s business, financial position and results of operations to differ materially and adversely from expected and historical levels. In addition, other factors not listed here that Smith & Nephew cannot presently identify or does not believe to be equally significant could also materially adversely affect Smith & Nephew’s business, financial position or results of operations.

Highly competitive markets

The Group’s business segments compete across a diverse range of geographic and product markets. Each market in which the business segments operate contains a number of different competitors, including specialised and international corporations. Significant product innovations, technical advances or the intensification of price competition by competitors could adversely affect the Group’s operating results.

Some of these competitors may have greater financial, marketing and other resources than Smith & Nephew. These competitors may be able to initiate technological advances in the field, deliver products on more attractive terms, more aggressively market their products or invest larger amounts of capital and research and development (‘R&D’) into their businesses.

There is a possibility of further consolidation of competitors, which could adversely affect the Group’s ability to compete with larger companies due to insufficient financial resources. If any of the Group’s businesses were to lose market share or achieve lower than expected revenue growth, there could be a disproportionate adverse impact on the Group’s share price and its strategic options.

Competition exists among healthcare providers to gain patients on the basis of quality, service and price. There has been some consolidation in the Group’s customer base and this trend is expected to continue. Some customers have joined group purchasing organisations or introduced other cost containment measures that could lead to downward pressure on prices or limit the number of suppliers in certain business areas, which could adversely affect Smith & Nephew’s results of operations and hinder its growth potential.

Continual development and introduction

of new products

The medical devices industry has a rapid rate of new product introduction. In order to remain competitive, each of the Group’s business segments must continue to develop innovative products that satisfy customer needs and preferences or provide cost or other advantages. Developing new products is a costly, lengthy and uncertain process. The Group may fail to innovate due to low R&D investment, a R&D skills gap or poor product development. A potential product may not be brought to market or not succeed in the market for any number of reasons, including failure to work optimally, failure to receive regulatory approval, failure to be cost-competitive, infringement of patents or other intellectual property rights and changes in consumer demand. The Group’s products and technologies are also subject to marketing attack by competitors. Furthermore, new products that are developed and marketed by the Group’s competitors may affect price levels in the various markets in which the Group’s business segments operate. If the Group’s new products do not remain competitive with those of competitors, the Group’s revenue could decline.

The Group maintains reserves for excess and obsolete inventory resulting from the potential inability to sell its products at prices in excess of current carrying costs. Marketplace changes resulting from the introduction of new products or surgical procedures may cause some of the Group’s products to become obsolete. The Group makes estimates regarding the future recoverability of the costs of these products and records a provision for excess and obsolete inventories based on historical experience, expiration of sterilisation dates and expected future trends. If actual product life cycles, product demand or acceptance of new product introductions are less favourable than projected by management, additional inventory write-downs may be required.

Dependence on government and other funding

In most Established Markets throughout the world, expenditure on medical devices is ultimately controlled to a large extent by governments. Funds may be made available or withdrawn from healthcare budgets depending on government policy. The Group is therefore largely dependent on future governments providing increased funds commensurate with the increased demand arising from demographic trends.

Pricing of the Group’s products is largely governed in most Established Markets by governmental reimbursement authorities. Initiatives sponsored by government agencies, legislative bodies and the private sector to limit the growth of healthcare costs, including price regulation, excise taxes and competitive pricing, are ongoing in markets where the Group has operations. This control may be exercised by determining prices for an individual product or for an entire procedure. The Group is exposed to government policies favouring locally sourced products. The Group is also exposed to changes in reimbursement policy, tax policy and pricing which may have an adverse impact on revenue and operating profit. In particular, changes to the healthcare legislation in the US have imposed significant taxes on medical device manufacturers from 2013. There may be an increased risk of adverse changes to government funding policies arising from the deterioration in macro-economic conditions in some of the Group’s markets.

The Group must adhere to the rules laid down by government agencies that fund or regulate healthcare, including extensive and complex rules in the US. Failure to do so could result in fines or loss of future funding.

World economic conditions

Demand for the Group’s products is driven by demographic trends, including the ageing population and the incidence of osteoporosis and obesity. Supply of, use of and payment for the Group’s products are also influenced by world economic conditions which could place increased pressure on demand and pricing, adversely impacting the Group’s ability to deliver revenue and margin growth. The conditions could favour larger, better capitalised groups, with higher market shares and margins. As a consequence, the Group’s prosperity is linked to general economic conditions and there is a risk of deterioration of the Group’s performance and finances during adverse macro economic conditions.

During 2014, economic conditions worldwide continued to create several challenges for the Group, including deferrals of joint replacement procedures, heightened pricing pressure, significant declines in capital equipment expenditures at hospitals and increased uncertainty over the collectability of European government debt, particularly those in certain parts of southern Europe. These factors tempered the overall growth of the Group’s global markets and could have an increased impact on growth in the future.

LOGO

Smith & Nephew Annual report 2014            171


OTHER INFORMATION

Group informationcontinued

Political uncertainties

The Group operates on a worldwide basis and has distribution channels, purchasing agents and buying entities in over 100 countries. Political upheaval in some of those countries or in surrounding regions may impact the Group’s results of operations. Political changes in a country could prevent the Group from receiving remittances of profit from a member of the Group located in that country or from selling its products or investments in that country. Furthermore, changes in government policy regarding preference for local suppliers, import quotas, taxation or other matters could adversely affect the Group’s revenue and operating profit. War, economic sanctions, terrorist activities or other conflict could also adversely impact the Group. These risks may be greater in emerging markets, which account for an increasing portion of the Group’s business.

Currency fluctuations

Smith & Nephew’s results of operations are affected by transactional exchange rate movements in that they are subject to exposures arising from revenue in a currency different from the related costs and expenses. The Group’s manufacturing cost base is situated principally in the US, the UK, China and Switzerland, from which finished products are exported to the Group’s selling operations worldwide. Thus, the Group is exposed to fluctuations in exchange rates between the US Dollar, Sterling and Swiss Franc and the currency of the Group’s selling operations, particularly the Euro, Australian Dollar and Japanese Yen. If the US Dollar, Sterling or Swiss Franc should strengthen against the Euro, Australian Dollar and the Japanese Yen, the Group’s trading margin could be adversely affected.

The Group manages the impact of exchange rate movements on revenue and cost of goods sold by a policy of transacting forward foreign currency commitments when firm purchase orders are placed. In addition, the Group’s policy is for forecast transactions to be covered between 50% and 90% for up to one year.

The Group uses the US Dollar as its reporting currency and the US Dollar is the functional currency of Smith & Nephew plc. The Group’s revenues, profits and earnings are also affected by exchange rate movements on the translation of results of operations in foreign subsidiaries for financial reporting purposes. See ‘Liquidity and capital resources’ on page 115.

Manufacturing and supply

The Group’s manufacturing production is concentrated at 15 main facilities in Austin, Memphis, Mansfield and Oklahoma City in the US, Hull and Warwick in the UK, Aarau in Switzerland, Tuttlingen in Germany, Fort Saskatchewan and Calgary in Canada, Sangameshwar in India, Suzhou and Beijing in China, La Aurora in Costa Rica and Curaçao. If major physical disruption took place at any of these sites, it could adversely affect the results of operations. Physical loss and consequential loss insurance is carried to cover such risks but is subject to limits and deductibles and may not be sufficient to cover catastrophic loss. Management of orthopaedic inventory is complex, particularly forecasting and production planning. There is a risk that failures in operational execution could lead to excess inventory or individual product shortages.

Each of the business segments is reliant on certain key suppliers of raw materials, components, finished products and packaging materials or in some cases on a single supplier.

These suppliers must provide the materials and perform the activities to the Group’s standard of quality requirements.

Consequently, the Group may be forced to pay higher prices to obtain raw materials, which it may not be able to pass on to its customers in the form of increased prices for its finished products. In addition, some of the raw materials used may become unavailable, and there can be no assurance that the Group will be able to obtain suitable and cost effective substitutes. Any interruption of supply caused by these or other factors could negatively impact Smith & Nephew’s revenue and operating profit.

The Group will, from time to time, outsource the manufacture of components and finished products to third parties and will periodically relocate the manufacture of product and/or processes between existing facilities. While these are planned activities, with these transfers there is a risk of disruption to supply.

Attracting and retaining key personnel

The Group’s continued development depends on its ability to hire and retain highly-skilled personnel with particular expertise. This is critical, particularly in general management, research, new product development and in the sales forces. If Smith & Nephew is unable to retain key personnel in general management, research and new product development or if its largest sales forces suffer disruption or upheaval, its revenue and operating profit would be adversely affected. Additionally, if the Group is unable to recruit, hire, develop and retain a talented, competitive workforce, it may not be able to meet its strategic business objectives.

Proprietary rights and patents

Due to the technological nature of medical devices and the Group’s emphasis on serving its customers with innovative products, the Group has been subject to patent infringement claims and is subject to the potential for additional claims.

Claims asserted by third parties regarding infringement of their intellectual property rights, if successful, could require the Group to expend time and significant resources to pay damages, develop non-infringing products or obtain licences to the products which are the subject of such litigation, thereby affecting the Group’s growth and profitability. Smith & Nephew attempts to protect its intellectual property and regularly opposes third party patents and trademarks where appropriate in those areas that might conflict with the Group’s business interests. If Smith & Nephew fails to protect and enforce its intellectual property rights successfully, its competitive position could suffer, which could harm its results of operations.

Product liability claims and loss of reputation

The development, manufacture and sale of medical devices entail risk of product liability claims or recalls. Design and manufacturing defects with respect to products sold by the Group or by companies it has acquired could damage, or impair the repair of, body functions. The Group may become subject to liability, which could be substantial, because of actual or alleged defects in its products. In addition, product defects could lead to the need to recall from the market existing products, which may be costly and harmful to the Group’s reputation.

There can be no assurance that customers, particularly in the US, the Group’s largest geographical market, will not bring product liability or related claims that would have a material adverse effect on the Group’s financial position or results of operations in the future, or that the Group will be able to resolve such claims within insurance limits.

172Smith & Nephew Annual report 2014


Regulatory standards and compliance in the healthcare industry

Business practices in the healthcare industry are subject to regulation and review by various government authorities. In general, the trend in many countries in which the Group does business is towards higher expectations and increased enforcement activity by governmental authorities. While the Group is committed to doing business with integrity and welcomes the trend to higher standards in the healthcare industry, the Group and other companies in the industry have been subject to investigations and other enforcement activity that have incurred and may continue to incur significant expense. See Note 17 to the Group accounts. Under certain circumstances, if the Group were found to have violated the law, its ability to sell its products to certain customers could be restricted.

International regulation

The Group operates across the world and is subject to legislation, including anti-bribery and corruption and data protection, in each country in which we operate. Our international operations are governed by the UK Bribery Act and the US Foreign Corrupt Practices Act (FCPA) which prohibit us or our agents from making, or offering, improper payments to foreign governments and their officials for the purpose of obtaining or maintaining business or product approvals. Enforcement of such legislation has increased in recent years with significant fines and penalties being imposed on companies and individuals. Our international operations, particularly in the emerging markets, expose the Group to the risk that our employees or agents will engage in prohibited activities.

Regulatory approval

The international medical device industry is highly regulated. Regulatory requirements are a major factor in determining whether substances and materials can be developed into marketable products and the amount of time and expense that should be allotted to such development.

National regulatory authorities administer and enforce a complex series of laws and regulations that govern the design, development, approval, manufacture, labelling, marketing and sale of healthcare products. They also review data supporting the safety and efficacy of such products. Of particular importance is the requirement in many countries that products be authorised or registered prior to manufacture, marketing or sale and that such authorisation or registration be subsequently maintained. The major regulatory agencies for Smith & Nephew’s products include the Food and Drug Administration (‘FDA’) in the US, the Medicines and Healthcare products Regulatory Agency in the UK,UK.


SMITH & NEPHEW ANNUAL REPORT 2017

 GROUP AND OTHER INFORMATION     197

Term

Meaning

Negative Pressure Wound Therapy

A technology used to treat chronic wounds such as diabetic ulcers, pressure sores and post-operative wounds through the Ministryapplication of Health, Labour and Welfare in Japan, the China Food and Drug Administration and the Australian Therapeutic Goods Administration.sub-atmospheric pressure to an open wound.

At any time, the Group is awaiting a number of regulatory approvals which, if not received, could adversely affect results of operations.NHS

The trendUK National Health Service.

NYSE

New York Stock Exchange.

Orthopaedic products

Orthopaedic reconstruction products include joint replacement systems for knees, hips and shoulders and support products such as computer-assisted surgery and minimally invasive surgery techniques. Orthopaedic trauma devices are used in the treatment of bone fractures including rods, pins, screws, plates and external frames. Clinical therapies products include joint fluid therapy for pain reduction of the knee and an ultrasound treatment to accelerate the healing of bone fractures.

Other Surgical Businesses

A product group which includes robotics-assisted surgery, various products and technologies to assist in surgical treatment of the ear, nose and throat, and gynaecological instrumentation, until the Gynaecology business disposal in August 2016.

OXINIUM

OXINIUM material is towards more stringent regulationan advanced load bearing technology. It is created through a proprietary manufacturing process that enables zirconium to absorb oxygen and higher standardstransform to a ceramic on the surface, resulting in a material that incorporates the features of technical appraisal. Such controls have become increasingly demanding to comply withceramic and managementmetal. Management believes that this trend will continue.

Regulatory requirements may also entail inspections for compliance with appropriate standards, including those relating to Quality Management Systems or Good Manufacturing Practices regulations. All manufacturing and other significant facilities within the Group are subject to regular internal and external audit for compliance with national and Group medical device regulation and policies.

Payment for medical devices may be governed by reimbursement tariff agencies in a number of countries. Reimbursement rates may be set in response to perceived economic value of the devices, based on clinical and other data relating to cost, patient outcomes and comparative effectiveness. They may also be affected by overall government budgetary considerations. The Group believes that its emphasis on innovative products and services should contribute to success in this environment.

Failure to comply with these regulatory requirements could have a number of adverse consequences, including withdrawal of approval to sell a product in a country, temporary closure of a manufacturing facility, fines and potential damage to company reputation.

Failure to make successful acquisitions

A key element of the Group’s strategy for continued growth is to make acquisitions or alliances to complement its existing business. Failure to identify appropriate acquisition targets or failure to conduct adequate due diligence or to integrate them successfully would have an adverse impact on the Group’s competitive position and profitability. This could result from the diversion of management resources towards the acquisition or integration process, challenges of integrating organisations of different geographic, cultural and ethical backgrounds, as well as the prospect of taking on unexpected or unknown liabilities. In addition, the availability of global capital may make financing less attainable or more expensive and could resultOXINIUM material used in the Group failing inproduction of components of knee and hip implants exhibits unique performance characteristics due to its strategic aim of growth by acquisition or alliance.

Relationships with healthcare professionals

The Group seekshardness, low-friction and resistance to maintain effectiveroughening and ethical working relationships with physicians and medical personnel who assist in the research and development of new products or improvements to our existing product range or in product training and medical education. If we are unable to maintain these relationships our ability to meet the demands of our customers could be diminished and our revenue and profit could be materially adversely affected.abrasion.

Reliance on sophisticated information technologyParent Company

The Group uses a wide variety of information systems, programmes and technology to manage our business. Our systems are vulnerable to a cyber-attack, malicious intrusion, loss of data privacy or any other significant disruption. Our systems have been and will continue to be the target of such threats. We have systems in place to minimise the risk and disruption of these intrusions and to monitor our systems on an ongoing basis for current or potential threats. There can be no assurance that these measures will prove effective in protecting Smith & Nephew from future interruptions and as a result the performance of the Group could be materially adversely affected.

Other risk factors

Smith & Nephew plc.

Pound Sterling, Sterling, £,
pence or p

References to UK currency. 1p is subjectequivalent to a numberone hundredth of other risks, which are common to most global medical technology groups£1.

SEC

US Securities and are reviewed as part of the Group’s risk management process.Exchange Commission.

Factors affecting Smith & Nephew’s results of operationsSports Medicine Joint Repair

Government economic, fiscal, monetary and political policies are all factors that materially affect the Group’s operation or investments of shareholders. Other factors include sales trends, currency fluctuations and innovation. Each of these factors is discussed further in the ‘Our marketplace’ on pages 18 to 20, ‘Segment performance’ on pages 26 to 33 and ‘Taxation information for shareholders’ on pages 190 to 191.

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Smith & Nephew Annual report 2014            173


OTHER INFORMATION

Other financial information

Selected financial data

      
 
2014
$ million
  
  
     

 

2013

$ million

  

  

     

 

2012

$ million

  

  

     

 

2011

$ million

  

  

     

 

2010

$ million

  

  

Income statement

                    

Revenue

     4,617       4,351       4,137       4,270       3,962  
Cost of goods sold     (1,162     (1,100     (1,070     (1,140     (1,031

Gross Profit

     3,455       3,251       3,067       3,130       2,931  

Selling, general and administrative expenses

     (2,471     (2,210     (2,050     (2,101     (1,860
Research and development expenses     (235     (231     (171     (167     (151

Operating profit

     749       810       846       862       920  

Net interest (payable)/receivable

     (22     4       2       (8     (15

Other finance (costs)/income

     (11     (11     (11     (13     (16

Share of results of associates

     (2     (1     4                
Profit on disposal of net assets held for sale                   251                

Profit before taxation

     714       802       1,092       841       889  
Taxation     (213     (246     (371     (266     (280
Attributable profit for the year     501       556       721       575       609  

Earnings per ordinary share

                                   

Basic

     56.1¢       61.7¢       80.4¢       64.5¢       68.6¢  
Diluted     55.7¢       61.4¢       80.0¢       64.2¢       68.5¢  
Adjusted attributable profit                                   

Attributable profit for the year

     501       556       721       575       609  

Acquisition-related costs

     125       31       11                

Restructuring and rationalisation expenses

     61       58       65       40       15  

Legal and other

     (2                   23         

Amortisation of acquisition intangibles and impairments

     129       88       43       36       34  

Profit on disposal of net assets held for sale

                   (251              
Taxation on excluded items     (71     (40     82       (17     (10
Adjusted attributable profit     743       693       671       657       648  

Adjusted basic earnings per ordinary share (‘EPSA’) (i)

     83.2¢       76.9¢       74.8¢       73.7¢       73.0¢  
Adjusted diluted earnings per ordinary share (ii)     82.6¢       76.5¢       74.5¢       73.4¢       72.9¢  

(i)Adjusted basic earnings per ordinary share is calculated by dividing adjusted attributable profit by the average number of shares.

(ii)Adjusted diluted earnings per ordinary share is calculated by dividing adjusted attributable profit by the diluted number of shares.

174Smith & Nephew Annual report 2014


      

 

2014

$ million

  

  

     

 

2013

$ million

  

  

     

 

2012

$ million

  

  

     

 

2011

$ million

  

  

     

 

2010

$ million

  

  

Group balance sheet                                   

Non-current assets

     4,866       3,563       3,498       2,542       2,579  

Current assets

     2,440       2,256       2,144       2,080       2,154  
Assets held for sale                          125         
Total assets     7,306       5,819       5,642       4,747       4,733  

Share capital

     184       184       193       191       191  

Share premium

     574       535       488       413       396  

Capital redemption reserve

     11       10                       

Treasury shares

     (315     (322     (735     (766     (778
Retained earnings and other reserves     3,586       3,640       3,938       3,349       2,964  
Total equity     4,040       4,047       3,884       3,187       2,773  

Non-current liabilities

     2,104       699       828       422       1,046  

Current liabilities

     1,162       1,073       930       1,119       914  
Liabilities directly associated with assets held for sale                          19         
Total liabilities     3,266       1,772       1,758       1,560       1,960  
Total equity and liabilities     7,306       5,819       5,642       4,747       4,733  
Group cash flow statement                                   

Cash generated from operations

     961       1,138       1,184       1,135       1,111  

Net interest paid

     (33     (6     (4     (8     (17
Income taxes paid     (245     (265     (278     (285     (235

Net cash inflow from operating activities

     683       867       902       842       859  
Capital expenditure (including trade investments and net of disposals of property, plant and equipment)     (375     (340     (265     (321     (307

Acquisitions and disposals

     (1,556     (67     (782     (33       

Proceeds on disposal of net assets held for sale

                   103                

Investment in associate

     (2            (10              

Proceeds from associate loan redemption

     188                              

Proceeds from own shares

     4       3       6       7       8  

Equity dividends paid

     (250     (239     (186     (146     (132
Issue of ordinary capital and treasury shares purchased     (35     (183     77       11       10  
     (1,343     41       (155     360       438  

Exchange adjustments

     (17     (6     5       (6     13  
Opening (net debt)/net cash     (253     (288     (138     (492     (943
Closing net debt     (1,613     (253     (288     (138     (492
Selected financial ratios                                   

Gearing (closing net debt as a percentage of total equity)

     40%       6%       7%       4%       18%  

Dividends per ordinary share (i)

     29.60¢       27.40¢       26.10¢       17.40¢       15.82¢  

Research and development costs to Revenue

     5.1%       5.3%       4.1%       3.9%       3.8%  
Capital expenditure (including intangibles but excluding goodwill) to revenue     8.1%       7.8%       6.4%       7.5%       7.7%  

(i)The Board has proposed a final dividend of 18.6 US cents per share which together with the first interim dividend of 11.0 US cents makes a total for 2014 of 29.6 US cents.

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Smith & Nephew Annual report 2014            175


OTHER INFORMATION

Other financial informationcontinued

Non-GAAP Financial Information

These Financial Statements include financial measures that are not prepared in accordance with International Financial Reporting Standards (‘IFRS’). These measures, which include trading profit, trading profit margin, EPSA and underlying growth, exclude the effect of certain cash and non-cash items that Group management believes are not related to the underlying performance of the Group. These non-IFRS financial measures are also used by management to make operating decisions because they facilitate internal comparisons of performance to historical results on both a business segment and a consolidated Group basis.

Non-IFRS financial measures are presented in these Financial Statements as the Group’s management believe that they provide investors with a means of evaluating performance of the business segments and the consolidated Group on a consistent basis, similar to the way in which the Group’s management evaluates performance, that is not otherwise apparent on an IFRS basis, given that certain non-recurring, infrequent or non-cash items that management does not otherwise believe are indicative of the underlying performance of the consolidated Group may not be excluded when preparing financial measures under IFRS. These non-IFRS measures should not be considered in isolation from, as substitutes for, or superior to financial measures prepared in accordance with IFRS.

Revenue

‘Underlying growth in revenue’ is used to compare the revenue in a given year to the previous year on a like-for-like basis. This is achieved by adjusting for the impact of sales of products acquired in material business combinations and for movements in exchange rates. Underlying growth in revenue is not presented in the accounts prepared in accordance with IFRS and is therefore a measure not in accordance with Generally Accepted Accounting Principles (a ‘non-GAAP’ measure).

The Group believes that the tabular presentationSports Medicine Joint Repair franchise includes instruments, technologies and reconciliationimplants necessary to perform minimally invasive surgery of reported revenue growth to underlying revenue growth assists investors in their assessment of the Group’s performance in each business segment and for the Group as a whole.joints.

Underlying growth in revenue is considered by the Group to be an important measure of performance in terms of local functional currency since it excludes those items considered to be outside the influence of local management. The Group’s management uses this non-GAAP measure in its internal financial reporting, budgeting and planning to assess performance on both a business segment and a consolidated Group basis. Revenue growth at constant currency is important in measuring business performance compared to competitors and compared to the growth of the market itself.Trading results

The Group considers that revenue from sales of products acquired in material business combinations results in a step-up in growth in revenue in the year of acquisition that cannot be wholly attributed to local management’s efforts with respect to the business in the year of acquisition. Depending on the timing of the acquisition, there will usually be a further step change in the following year. A measure of growth excluding the effects of business combinations also allows senior management to evaluate the performance and relative impact of growth from the existing business and growth from acquisitions. The process of making business acquisitions is directed, approved and funded from the Group corporate centre in line with strategic objectives.

The material limitation of the underlying growth in revenue measure is that it excludes certain factors, described above, which ultimately have a significant impact on total revenues. The Group compensates for this limitation by taking into account relative movements in exchange rates in its investment, strategic planning and resource allocation. In addition, as the evaluation and assessment of business acquisitions is not

within the control of local management, performance of acquisitions is monitored centrally until the business is integrated.

The Group’s management considers that the non-GAAP measure of underlying growth in revenue and the GAAP measure of growth in revenue are complementary measures, neither of which management uses exclusively.

‘Underlying growth in revenue’ reconciles to growth in revenue reported, the most directly comparable financial measure calculated in accordance with IFRS by making two adjustments, the ‘constant currency exchange effect’ and the ‘acquisitions and disposals effect’, described below.

The ‘constant currency exchange effect’ is a measure of the increase/ decrease in revenue resulting from currency movements on non-US Dollar sales and is measured as the difference between: 1) the increase/decrease in the current year revenue translated into US Dollars at the current year average exchange rate and the prior revenue translated at the prior year rate; and 2) the increase/decrease being measured by translating current and prior year revenues into US Dollars using the prior year closing rate.

The ‘acquisitions and disposals effect’ is the measure of the impact on revenue from newly acquired material business combinations and recent material business disposals. This is calculated by comparing the current year, constant currency actual revenue (which include acquisitions and exclude disposals from the relevant date of completion) with prior year, constant currency actual revenue, adjusted to include the results of acquisitions and exclude disposals for the commensurate period in the prior year. These sales are separately tracked in the Group’s internal reporting systems and are readily identifiable.

Reported revenue growth, the most directly comparable financial measure calculated in accordance with IFRS, reconciles to underlying growth in revenue as follows:

      2014       2013       2012  
      %       %       %  

Reported revenue growth

     6       5       (3

Constant currency exchange effect

     1       1       2  
Acquisition/Disposals effect     (5     (2     3  
Underlying revenue     2       4       2  

A reconciliation of reported revenue growth to underlying revenue growth, by business segment, can be found on page 35.

Trading profit, trading profit margin and(trading profit expressed as a percentage of revenue), trading cash flow

Trading profit, and trading profit margin andto cash conversion ratio (trading cash flow expressed as a percentage of trading cash flowprofit) are trend measures, which present the long-term profitability of the Group excluding the impact of specific transactions that management considers affect the Group’s short-term profitability and cash flows. The Group has identified the following items, where material, as those to be excluded from operating profit and cash generated from operations when arriving at trading profit and trading cash flow, respectively: acquisition and disposal related items arising in connection with business combinations, including amortisation of acquisition intangible assets, impairments and integration costs; restructuring events; gains and losses resulting from legal disputes and significant uninsured losses. In addition to these items, gains orand losses that materially impact the Group’s profitability or cash flows on a short-term or one-off basis and the cash cost to fund defined benefit pension schemes that are closed to future accrual are excluded from operating profit and cash generated from operations when arriving at trading profit and trading cash flow, respectively.

176SmithTrauma & Nephew Annual report 2014Extremities


A product group which includes internal and external devices used in the stabilisation of severe fractures and deformity correction procedures.

UK

United Kingdom of Great Britain and Northern Ireland.

Underlying growth in trading profit and trading profit margin (trading profit expressed as a percentage of revenue and trading cash flow) are measures, which present the growth trend in the long-term profitability of the Group.

Underlying growth in trading profit is used to compare the period-on-period growth in trading profit on a like-for-like basis. This is achieved by adjusting for the impact of material business combinations and disposals and for movements in exchange rates in the same manner as underlying revenue growth is determined, as described above.

Adjusted earnings per ordinary share (‘EPSA’)

EPSA is a trend measure, which presents the long-term profitability of the Group excluding the post-tax impact of specific transactions that management considers affects the Group’s short-term profitability. The Group presents this measure to assist investors in their understanding of trends. Adjusted attributable profit is the numerator used for this measure and is determined by adjusting attributable profit for the items that are excluded from operating profit when arriving at trading profit and items that are recognised below operating profit that affect the Group’s short-term profitability. The most directly comparable financial measure calculated in accordance with IFRS is earnings per ordinary share (‘EPS’).

For the year ended 31 December 2014  
 

 

 

Trading
results

2014

        $ million

  
  

  

  

  
 
 

 

Acquisition
related
costs

$ million

  
  
  

  

  
 
 
 

 

Restructuring
and
rationalisation
costs

$ million

  
  
  
  

  

  
 
 

 

Amortisation
of  acquisition
intangibles

$ million

  
  
  

  

  
 
 

 

Legal
and
other

$ million

  
  
  

  

  
 
 
Capital
expenditure
$ million
  
  
  
  
 
 

 

Reported
results
2014

$ million

  
  
  

  

Revenue  4,617                        4,617  
Cost of goods sold  (1,127  (23  (12              (1,162
Gross profit  3,490    (23  (12              3,455  
Selling, general and administration expenses  (2,200  (95  (49  (129  2        (2,471
Research and development expenses  (235                      (235
Trading/operating profit  1,055    (118  (61  (129  2        749  
Trading/operating profit margin  22.9%            16.2%  
Interest receivable  13                        13  
Interest payable  (28  (7                  (35
Other finance costs  (11                      (11
Share of loss from associates  (2                      (2
Profit before taxation  1,027    (125  (61  (129  2        714  
Taxation  (284  30    15    35    (9      (213
Adjusted attributable/attributable profit  743    (95  (46  (94  (7      501  
EPSA/EPS  83.2¢    (10.6¢  (5.2¢  (10.5¢  (0.8¢      56.1¢  
Weighted average number of shares (m)  893         893  
Diluted EPSA/EPS  82.6¢    (10.5¢  (5.1¢  (10.5¢  (0.8¢      55.7¢  
Diluted weighted average number of shares (m)  899                        899  
Trading cash flow/cash generated from operating activities  781    (112  (60      (23  375    961  
Trading profit to cash conversion ratio (%)  74%                          

Acquisition related costs:For the year ended 31 December 2014, these costs primarily relate to transaction and integration costs associated with the ArthroCare acquisition with a small portion of costs relating to the continued integration of Healthpoint and the recent acquisitions in the Emerging & International Markets. In addition, trading results eliminate the short-term increase in cost of goods sold from recognising acquired inventory at fair value rather than standard cost. For the year ended 31 December 2013, these costs primarily relate to the integration of the Healthpoint business.

Restructuring and rationalisation costs:For the year ended 31 December 2014, these costs relate to the Group optimisation programme that was announced in May 2014 and the structural and efficiency programme announced in August 2011.

Amortisation of acquisition intangibles:This charge relates to the amortisation of intangible assets acquired in material business combinations.

Legal and other:For the year ended 31 December 2014 this net credit relates to a past service gain and a settlement credit on the closure of US Pension Plan of $46m and a gain on disposal of a UK manufacturing facility of $9m, offset by a charge of $25m relating to the likely costs of a distribution hold on RENASYS in the US pending new regulatory approvals and a charge of $28m relating to the HP802 programme which was stopped in the fourth quarter.

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Smith & Nephew Annual report 2014            177


OTHER INFORMATION

Other financial informationcontinued

              Restructuring                     
   Trading   Acquisition   and   Amortisation   Legal       Reported 
   results   related   rationalisation   of acquisition   and   Capital   results 
   2013   costs   costs   intangibles   other   expenditure   2013 
For the year ended 31 December 2013   $ million     $ million     $ million     $ million     $ million     $ million     $ million  

Revenue

   4,351                              4,351  
Cost of goods sold   (1,083   (5   (12                  (1,100

Gross profit

   3,268     (5   (12                  3,251  

Selling, general and administration expenses

   (2,050   (26   (46   (88             (2,210
Research and development expenses   (231                            (231

Trading/operating profit

   987     (31   (58   (88             810  

Trading/operating profit margin

   22.7%                  18.6%  

Interest receivable

   14                              14  

Interest payable

   (10                            (10

Other finance costs

   (11                            (11
Share of loss from associates   (1                            (1

Profit before taxation

   979     (31   (58   (88             802  
Taxation   (286   6     11     23               (246
Adjusted attributable/attributable profit   693     (25   (47   (65             556  

EPSA/EPS

   76.9¢     (2.8¢   (5.2¢   (7.2¢             61.7¢  

Weighted average number of shares (m)

   901               901  

Diluted EPSA/EPS

   76.5¢     (2.8¢   (5.2¢   (7.1¢             61.4¢  

Diluted weighted average number of shares (m)

   906               906  

Trading cash flow/cash generated from operating activities

   877     (25   (54             340     1,138  
Trading profit to cash conversion ratio (%)   89%                                

Acquisition related costs:For the year ended 31 December 2013, these costs primarily relate to the integration of the Healthpoint business.

Restructuring and rationalisation costs:For the year ended 31 December 2013 these costs primarily relate to the structural and efficiency programme announced in August 2011.

Amortisation of acquisition intangibles:This charge relates to the amortisation of intangible assets acquired in material business combinations.

178Smith & Nephew Annual report 2014


              Restructuring                     
   Trading   Acquisition   and   Amortisation   Legal       Reported 
   results   related   rationalisation   of acquisition   and   Capital   results 
   2012   costs   costs   intangibles   other   expenditure   2012 
For the year ended 31 December 2012   $ million     $ million     $ million     $ million     $ million     $ million     $ million  

Revenue

   4,137                              4,137  
Cost of goods sold   (1,067        (3                  (1,070
Gross profit   3,070          (3                  3,067  
Selling, general and administration expenses   (1,934   (11   (62   (43             (2,050
Research and development expenses   (171                            (171
Trading/operating profit   965     (11   (65   (43             846  
Trading/operating profit margin              
Interest receivable   11                              11  
Interest payable   (9                            (9
Other finance costs   (11                            (11
Share of loss from associates   4                              4  
Profit on disposal of net asset held for sale                       251          251  
Profit before taxation   960     (11   (65   (43   251          1,092  
Taxation   (289   1     5     7     (95        (371
Adjusted attributable/attributable profit   671     (10   (60   (36   156          721  
EPSA/EPS   74.8¢     (1.1   (6.7   (4.0   17.4          80.4¢  
Weighted average number of shares (m)   897               897  
Diluted EPSA/EPS   74.5¢     (1.1   (6.7   (4.0   17.3          80.0¢  
Diluted weighted average number of shares (m)   901               901  
Trading cash flow/cash generated from operating activities   999     (3   (55        (22   265     1,184  
Trading profit to cash conversion ratio (%)   104%                                

Acquisition related costs: For the year ended 31 December 2012, these costs primarily relate to professional and advisor fees in connection with the acquisition of Healthpoint Biotherapeutics which was completed on 21 December 2012.

Restructuring and rationalisation costs: For the year ended 31 December 2012, these costs relate mainly to people costs and contract termination costs associated with the structural and process changes announced in August 2011.

Amortisation of acquisition intangibles: This charge relates to the amortisation of intangible assets acquired in material business combinations.

Legal and other: This credit relates to the profit on disposal of the Clinical Therapies business.

Transactional and translational exchange

The Group’s principal markets outside the US are, in order of significance, Continental Europe, UK, Australia and Japan. Revenues in these markets fluctuate when translated into US Dollars on consolidation. During the year, the average rates of exchange against the US Dollar used to translate revenues and profits arising in these markets changed compared to the previous year as follows: the Euro remained flat at $1.33 (+0%), Sterling strengthened from $1.56 to $1.65 (+6%), the Swiss Franc strengthened from $1.08 to $1.09 (1%), the Australian Dollar weakened from $0.96 to $0.90 (-6%) and the Japanese Yen weakened from ¥97.6 to ¥105.8 (-8%).

The Group’s principal manufacturing locations are in the US (Advanced Surgical Devices), Switzerland (Advanced Surgical Devices), UK (Advanced Wound Management and Advanced Surgical Devices) and China (Advanced Surgical Devices and Advanced Wound Management). The majority of the Group’s selling and distribution subsidiaries around the world purchase finished products from these locations. As a result of currency movements compared with the previous year, sales from the US became relatively more profitable to all of these countries. The Group’s policy of purchasing forward a proportion of its currency requirements and the existence of an inventory pipeline reduce the short-term impact of currency movements.

Contractual obligations

Contractual obligations at 31 December 2014 were as follows:

       Payments due by period 
  

Less than

     

More than

 
  Total    1 year    1–3 years    3–5 years    5 years  
   $ million    $ million    $ million    $ million    $ million  

Debt obligations

 

  568    37    400    131      

Finance lease obligations

 

  12    2    4    6      

Operating lease obligations

 

  136    49    56    23    8  

Retirement benefit obligation

 

  74    74              

Purchase obligations

 

  40    32    8          

Capital expenditure

 

  34    34              
Other  52    29    23          
   916    257    491    160    8  

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Smith & Nephew Annual report 2014            179


OTHER INFORMATION

Other financial informationcontinued

Other contractual obligations represent $19m of foreign exchange contracts and $33m of acquisition consideration. Provisions that do not relate to contractual obligations are not included in the above table.

The agreed contributions for 2015 in respect of the Group’s defined benefits plans are: $46m for the UK (including $37m of supplementary payments), $22m for the US Plan and $6m for other funded defined benefit plans. The table above does not include amounts payable in respect of 2016 and beyond as these are subject to future agreement and amounts cannot be reasonably estimated.

There are a number of agreements that take effect, alter or terminate upon a change in control of the Company or the Group following a takeover, such as bank loan agreements and Company share plans. None of these are deemed to be significant in terms of their potential impact on the business of the Group as a whole. In addition, there are service contracts between the Company and its Executive Directors which provide for the automatic payment of a bonus following loss of office or employment occurring because of a successful takeover bid. Further details are set out on page 100.

The Company does not have contracts or other arrangements which individually are essential to the business.

2013 Financial highlights

Revenue

Group revenue increased by $214m (5% on a reported basis), from $4,137m in 2012 to $4,351m in 2013. The underlying increase is 4%Growth after adjusting for the net impact of 2% on the Healthpoint acquisition and Clinical Therapies disposal and 1% attributable to the unfavourable impacteffects of currency movements.

Cost of goods sold

Cost of goods sold increased by $30m (3% on a reported basis) from $1,070m in 2012 to $1,100m in 2013. The underlying movement is 2% after adjusting for the net impact of 2% on the Healthpoint acquisition and Clinical Therapies disposal and 1% attributable to the favourable impact of currency movements. The movement in underlying costs of goods sold of 2% is largely attributable to the increase in underlying trading.

During 2013, $12m of restructuring and rationalisation expenses (2012 – $3m) and $5m of acquisition related costs (2012 – $nil) were charged to cost of goods sold.

Selling, general and administration expenses

Selling, general and administrative expenses increased by $160m (8% on a reported basis) from $2,050m in 2012 to $2,210m in 2013. The underlying movement is 6% after adjusting for the net impact of 3% on the Healthpoint acquisition and Clinical Therapies disposal and 1% attributable to the favourable impact of currency movements.

The underlying increase of 6% is due to the continuing investment in Emerging & International Markets, promotion of new products in ASD and AWMtranslation and the underlying increase in trading.

In 2013, administrative expenses included $64m of amortisation of other intangible assets (2012 – $51m), $46m of restructuring and rationalisation expenses (2012 – $62m), an amount of $88m relating to amortisation of acquisition intangibles (2012 – $43m) and $26m of acquisition related costs (2012 – $11m).

Research and development expenses

Research and development expenditure as a percentage of revenue increased by 1.2% to 5.3% in 2013 (2012 – 4.1%). Actual expenditure was $231m in 2013 compared to $171m in 2012. The Group continues to invest in innovative technologies and products to differentiate it from competitors.

Operating profit

Operating profit decreased by $36m to $810m from $846m in 2012. This comprised a decrease of $12m in Advanced Surgical Devices and a decrease of $24m in Advanced Wound Management.

The movement in Advanced Surgical Devices is attributable to the continuing pressure on margins and its investment in the Emerging & International Markets. Advanced Wound Management has continued to invest in new products and new geographic markets throughout the year.

Net interest receivable/(payable)

Net interest receivable increased, by $2m, from net $2m receivable in 2012 to a net receivable of $4m in 2013. This increase is principally a consequenceinclusion of the interest receivable on the Bioventus LLC (‘Bioventus’) loan note issued following the disposal of the Clinical Therapies business which has been in place for a full year in 2013 compared to eight months in 2012. This loan note was repaid in full in 2014.

Other finance cost

Other finance costs in 2013 remained at $11m and principally relate to costs associated with the Group’s retirement benefit schemes.

Taxation

The taxation charge decreased, by $125m, to $246m from $371m in 2012. The rate of tax was 30.5%, compared with 33.7% in 2012.

After adjusting for specific transactions that management considers affect the Group’s short-term profitability (profit on disposal of the Clinical Therapies business, restructuring and rationalisation expenses, amortisation of acquisition intangibles and acquisition-related costs) the tax rate was 29.2% (2012 – 29.9%).

Group balance sheet

The following table sets out certain balance sheet data as at 31 December of the years indicated:

      
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Non-current assets

     3,563       3,498  
Current assets     2,256       2,144  
Total assets     5,819       5,642  

Non-current liabilities

     699       828  
Current liabilities     1,073       930  

Total liabilities

     1,772       1,758  
Total equity     4,047       3,884  
Total equity and liabilities     5,819       5,642  

180Smith & Nephew Annual report 2014


Non-current assets

Non-current assets increased by $65m to $3,563m in 2013 from $3,498m in 2012. This is principally attributable to the following:

Property, plant and equipment increased by $23m from $793m in 2012 to $816m in 2013. Depreciation of $209m was charged during 2013 and assets with a net book value of $12m were disposed of. These movements were offset by $242m of additions relating primarily to instruments and other plant & machinery and $5m of additions arising on acquisitions in Turkey, Brazil and India. The balance relates to unfavourable currency movements totalling $3m

Goodwill increased by $70m from $1,186m in 2012 to $1,256m in 2013. Of this movement, $37m arose on acquisitions in Turkey, Brazil and India. An additional $16m arose on finalisation of the Healthpoint opening balance sheet. The remaining balance relates to favourable currency movements totalling $17m

Intangible assets decreased by $10m from $1,064m in 2012 to $1,054m in 2013. Intangible assets totalling $64m arose on the acquisition in Turkey, Brazil and India. There was a reduction of $11m on finalisation of the Healthpoint opening balance sheet. Amortisation of $152m was charged during the year and assets with a net book value of $11m were disposed of. A total of $98m relates to the cost of intellectual property, distribution rights and software acquired. The balance relates to favourable currency movements totalling $2m

Investment in associates (including a loan to an associate of $178m in 2013, up from $167m in 2012) has increased from $283m in 2012 to $285m in 2013. This movement relates to the interest of $11m arising on the Bioventus loan note which was largely offset from the disposal of the Group’s 49% interest in the Austrian entities Plus Orthopedics GmbH and Intraplant GmbH and its 20% interest in the German entity Intercus GmbH

Deferred tax assets decreased by $19m in the year from $164m in 2012 to $145m in 2013.

Current assets

Current assets increased by $112m to $2,256m from $2,144m in 2012. The movement relates to the following:

Inventories rose by $105m to $1,006m in 2013 from $901m in 2012. This movement is principally attributable to an increase of $48m in the US due to inventory build prior to the launch of JOURNEY II BCS and an increase of $17m due to inventory build in our Hull factory prior to the transfer of part of our Wound production to China. A further increase of $12m arose on the acquisitions in Turkey, Brazil and India. The movement also includes $6m of unfavourable currency movement

The level of trade and other receivables increased by $48m to $1,113m in 2013 from $1,065m in 2012. The movement primarily relates to the increase in underlying revenues and includes $9m of unfavourable currency movements

Cash at bank has fallen by $41m to $137m from $178m in 2012.

Non-current liabilities

Non-current liabilities decreased by $129m from $828m in 2012 to $699m in 2013. This movement relates to the following items:

Long-term borrowings have decreased from $430m in 2012 to $347m in 2013

The Retirement benefit obligation decreased by $36m to $230m in 2013 from $266m in 2012. This was largely due to the Group’s additional pension contributions, together with net actuarial gains for the year

Deferred tax liabilities decreased by $11m in the year from $61m in 2012 to $50m in 2013.

Current liabilities

Current liabilities increased by $143m from $930m in 2012 to $1,073m in 2013. This movement is attributable to:

Bank overdrafts and current borrowings have increased by $6m from $38m in 2012 to $44m in 2013

Trade and other payables have increased by $129m to $785m in 2013 from $656m in 2012. This increase includes $50m largely driven from strong sales performance in the US in quarter four and a $23m increase in Europe associated with promotional activities in Advanced Surgical Devices. A total of $19m of trade and other payables arose on the acquisitions in Turkey, Brazil and India and an amount of $5m is attributable to favourable currency movements.

Current tax payable is $184m at the end of 2013 compared to $177m in 2012.

Total equity

Total equity increased by $163m from $3,884m in 2012 to $4,047m in 2013. The principal movements were:


Total equity
$ million

1 January 2013

3,884

Attributable profit

556

Currency translation gains

(6

Hedging reserves

5

Actuarial gains on retirement benefit obligations

12

Dividends paid during the year

(239

Purchase of own shares

(231

Taxation benefits on Other Comprehensive Income and equity items

(16

Net share-based transactions

82

31 December 20134,047

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Smith & Nephew Annual report 2014            181


OTHER INFORMATION

Other financial informationcontinued

2013 Financial performance by business segment

Revenue by market

The underlying increase in each division’s revenues, by market, reconciles to reported growth, the most directly comparable financial measure calculated in accordance with IFRS, as follows:

   
 
2013
$ million
  
  
     
 
2012
$ million
  
  
     
 
 
 
Reported
growth in
revenue
%
  
  
  
  
   
 
 
 

 

Constant
currency
exchange
effect

%

  
  
  
  

  

   
 
 

 

Acquisition/
Disposal
effect

%

  
  
  

  

   
 
 
Underlying
growth in
revenue %
  
  
  
Advanced Surgical Devices                                 

US

 

  

 

1,391

 

  

 

     

 

1,449

 

  

 

    

 

(4

 

 

   

 

 

  

 

   

 

5

 

  

 

   

 

1

 

  

 

Other Established Markets  1,204       1,298       (7   2     2     (3

Established Markets

 

  

 

2,595

 

  

 

     

 

2,747

 

  

 

    

 

(6

 

 

   

 

1

 

  

 

   

 

4

 

  

 

   

 

(1

 

 

Emerging & International Markets  420       361       16     2          18  
Advanced Surgical Devices  3,015       3,108       (3   1     3     1  
                                  
Advanced Wound Management                                 

US

 

  

 

471

 

  

 

     

 

202

 

  

 

    

 

133

 

  

 

   

 

 

  

 

   

 

(111

 

 

   

 

22

 

  

 

Other Established Markets  722       705       3     1     (1   3  

Established Markets

 

  

 

1,193

 

  

 

     

 

907

 

  

 

    

 

32

 

  

 

   

 

1

 

  

 

   

 

(23

 

 

   

 

10

 

  

 

Emerging & International Markets  143       122       17     3          20  
Advanced Wound Management  1,336       1,029       30     1     (20   11  

Advanced Surgical Devices

Revenue

ASD revenue decreased by $93m (-3% on a reported basis) from $3,108m in 2012 to $3,015m in 2013. The underlying increase of 1% is after adjusting for a net 3% adverse impact from the disposal of the Clinical Therapies business in 2012 and the acquisitions completed in quarter four 2013, and a 1% unfavourable foreign currency translation.

In the US, revenue decreased by $58m to $1,391m in 2013 from $1,449m in 2012 (-4% on a reported basis). The underlying increase of 1% is after adjusting 5% for the adverse impact of the Clinical Therapies disposal in 2012. In Other Established Markets, revenue was $1,204m in 2013, a decrease of $94m from $1,298m in 2012 (-7% on a reported basis). The underlying decrease was 3% after adjusting for the adverse impact of 2% on the Clinical Therapies disposal in 2012, and 2% from unfavourable foreign currency translation. Our Emerging & International Markets revenue increased by $59m to $420m in 2013 from $361m in 2012 (16% increase on a reported basis). The underlying increase was 18% after adjusting 2% for unfavourable foreign currency translation.

In the global Knee Implant franchise, revenue decreased by $9m from $874m in 2012 to $865m in 2013 (-1% on a reported basis), representing flat underlying revenue performance after 1% of unfavourable currency translation. Growth has been impacted by exposure to a weakening European market with conditions continuing to deteriorate in Germany, our largest European market, and our position in the product life cycle versus our peers. Growth improved in the second half of the year driven by sales of the Journey II BCS Knee System and benefits from the VERILAST bearing surface TV advertising campaign in the US.

Global revenue from the Hip Implant franchise decreased by $13m from $666m in 2012 to $653m in 2013 (-2% on a reported basis), which represented an underlying revenue decline of 1% after 1% unfavourable foreign currency translation. Continuing metal-on-metal headwinds have contributed to this decline.

Trauma & Extremities revenue increased by $12m from $474m in 2012 to $486m in 2013 (3% on a reported basis). This represents underlying revenue growth of 4% after 1% of unfavourable foreign currency translation. During 2013, benefits were seen from the additional extremities US sales representatives recruited earlier in the year.

Sports Medicine Joint Repair revenue increased by $22m from $474m in 2012 to $496m in 2013 (5% on reported basis), representing underlying revenue growth of 7% and 2% of unfavourable foreign currency translation. This reflects a strong contribution across all key joint types and geographies.

Global revenue from Arthroscopic Enabling technologies decreased by $17m from $458m in 2012 to $441m in 2013 (-4% on a reported basis). This decrease represents an underlying revenue decline of 2% and 2% of unfavourable foreign currency translation.

The revenue in the Other ASD franchise fell by $88m from $162m in 2012 to $74m in 2013 following the disposal of the Clinical Therapies business in 2012. Excluding the impact of this disposal, underlying revenue in the Other ASD franchise, which includes gynaecology, grew by 14% with the remaining Clinical Therapies geographies contributing $9m.

182Smith & Nephew Annual report 2014


Trading and operating profit

Operating profit, the most directly comparable financial measure in accordance with IFRS, reconciles to trading profit as follows:

      
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Operating profit

 

     

 

620

 

  

 

     

 

632

 

  

 

Acquisition related costs

 

     

 

7

 

  

 

     

 

 

  

 

Restructuring and rationalisation costs

 

     

 

44

 

  

 

     

 

57

 

  

 

Amortisation of acquisition intangibles and impairments

 

     

 

41

 

  

 

     

 

39

 

  

 

Trading profit     712       728  

Trading profit margin increased from 23.4% to 23.6%. Trading profit decreased by $16m to $712m from $728m in 2012. This decrease reflects the impact of the CT disposal in May 2012, the impact of the US medical device excise tax and the cost of planned investments in the Knee Implants and Trauma franchises and Emerging & International Markets offset by benefits from our structural efficiency programme.

Operating profit decreased by $12m from $632m in 2012 to $620m in 2013. This comprises the decrease in trading profit of $16m discussed above, an increase in acquisition related costs of $7m, an increase in amortisation of acquisition intangibles of $2m, partially offset by a decrease in restructuring and rationalisation costs of $13m.

Advanced Wound Management

Revenue

AWM revenue increased by $307m (30% on a reported basis), from $1,029m in 2012 to $1,336m in 2013. The underlying increase of 11% is after adjusting for an increase of 20% for the acquisitions completed in the year and a 1% unfavourable foreign currency translation.

In the US, revenue increased by $269m to $471m in 2013 from $202m in 2012 (133% on a reported basis). The underlying increase of 22% is after adjusting 111% for the impact of acquisitions. In Other Established Markets, revenue was $722m in 2013, an increase of $17m from $705m in 2012 (3% on a reported basis). The underlying revenue increase was also 3% with the 1%comparative impact of acquisitions offset by 1%and exclusion of unfavourable foreign currency translation. Our Emerging & International Markets revenue increased by $21m in 2012 (17% on a reported basis). The underlying increase was 20% after adjusting 3% for unfavourable foreign currency translation.disposals.

Advanced Wound Care revenue decreased by $6m (-1% on a reported basis) from $849m in 2012 to $843m in 2013. The underlying growthUS

United States of 1% is after adjusting for foreign currency translation. Conditions across many European markets remain challenging but the introduction of the ALLEVYN Life range continues to make good progress across Europe following product introductions and investment in marketing.

Advance Wound Devices revenue increased from $180m in 2012 to $213m in 2013, a reported increase of $33m and 18%. The underlying growth of 20% is after adjusting for unfavourable foreign currency translations of 2%. This growth was impacted by continued gain in market share in NPWT, and our recent expansion into the emerging markets.

Advanced Wound Bioactives revenue of $280m in 2013 (2012 – $nil) relates to Healthpoint acquired in December 2012. The underlying increase, adjusted to include the results of Healthpoint for the commensurate period in 2012, was 47%.

Trading and operating profit

Operating profit, the most directly comparable financial measure in accordance with IFRS, reconciles to trading profit as follows:

      
 
2013
$ million
  
  
     
 
2012
$ million
  
  

Operating profit

 

     

 

190

 

  

 

     

 

214

 

  

 

Acquisition related costs

 

     

 

24

 

  

 

     

 

11

 

  

 

Restructuring and rationalisation costs

 

     

 

14

 

  

 

     

 

8

 

  

 

Amortisation of acquisition intangibles and impairments

 

     

 

47

 

  

 

     

 

4

 

  

 

Trading profit     275       237  

Trading profit margin decreased from 23.1% to 20.6%. Trading profit increased by $38m to $275m from $237m in 2012. The increase in the year is primarily attributable to the full year benefit of the Healthpoint acquisition and growth in the Emerging & International Markets, partially offset by additional investment in R&D and sales and marketing. The decrease in trading margin reflects these same investments, combined with price and mix changes at a gross margin level.

Operating profit decreased by $24m from $214m in 2012 to $190m in 2013. This comprises of the increase in trading profit of $38m discussed above, offset by an increase of $43m in amortisation of acquisition intangibles and an increase in acquisition related costs of $13m, both due to the Healthpoint acquisition which completed in December 2012, and an increase in restructuring and rationalisation costs of $6m.

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Smith & Nephew Annual report 2014            183


OTHER INFORMATION

Information for shareholders

Financial calendar

Annual General Meeting9 April 2015
First quarter trading report30 April 2015
Payment of 2014 final dividend6 May 2015
Half year results announced30 July 2015 (i)
Third quarter trading report29 October 2015
Payment of 2015 interim dividendNovember 2015
Full year results announcedFebruary 2016 (i)
Annual Report availableFebruary/March 2016
Annual General MeetingApril 2016

(i)Dividend declaration dates.

Annual General Meeting

The Company’s Annual General Meeting (AGM) will be held on 9 April 2015 at 2pm at No. 11 Cavendish Square, London, W1G 0AN. Registered shareholders have been sent either a Notice of Annual General Meeting or notification of availability of the Notice of Annual General Meeting.

Corporate Headquarters and Registered Office

The corporate headquarters is in the UK and the registered office address is: Smith & Nephew plc, 15 Adam Street, London, W2N 6LA, UK. Registered in England and Wales No. 324357. Tel. +44 (0)20 7401 7646 website: www.smith-nephew.com

Ordinary shareholders

Registrar

All general enquiries concerning shareholdings, dividends, changes to shareholders’ personal details and the AGM should be addressed to:

Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

Tel: 0871 384 2081 *

Tel: +44 (0) 121 415 7072 from outside the UK

Website: www.shareview.co.uk

*Calls to this number are charged at 8p per minute plus network extras. Lines are open from 8.30am to 5.30pm Monday to Friday, excluding UK public holidays.

Shareholder facilities

Shareview

Equiniti’s on-line enquiry and portfolio management service for shareholders. To view information about your shareholdings online, register at www.shareview.co.uk. Once registered for Shareview, you will also be able to elect to receive future shareholder communications via the Company’s website (www.smith-nephew.com), update your address details or dividend payment instructions and register your proxy instructions on-line.

E-communications

We encourage you to elect to receive communications via e-mail as this has significant environmental and cost benefits. You may register for this service through Equiniti, at www.shareview.co.uk. You will receive a confirmation letter from Equiniti at your registered address, containing an Activation Code for future use.

Payment of dividends direct to your bank or building society account

If you who wish to avoid the risk of your dividend awards getting lost or mislaid you can arrange to have your cash dividends paid directly to a bank or building society account. This facility is available to UK resident shareholders who receive sterling dividends. If you do not live in the UK you may be able to register for the overseas payment service. Further information is available at www.shareview.co.uk or by contacting Equiniti (UK and overseas helpline numbers as above).

Dividend reinvestment plan (DRIP)

The Company offers shareholders (except those in North America) the opportunity to participate in a DRIP. This enables you to reinvest your cash dividends in further ordinary shares of Smith & Nephew plc. These are purchased in the market at competitive dealing costs. For further details plus an application form to reinvest future dividends, contact Equiniti.

Duplicate accounts

If you have more than one account due to inconsistency in account details you may avoid duplicate mailings by contacting Equiniti and requesting an amalgamation of your share accounts.

Keep your personal details up to date

Please remember to tell Equiniti if you move house or change bank details or there is any other change in your account information. You can update your information on-line via the Shareview portfolio if you are a Smith & Nephew Shareview member. If you do not have a portfolio you will need to write to Equiniti or complete a change of address form which can be downloaded from Shareview. If you hold 2,500 shares or fewer, you can also change your address or update your bank details quickly and easily over the phone using the contact details provided.

Individual savings account (ISA)

Shareholders who are UK resident may hold Smith & Nephew plc shares in an Individual Savings Account (ISA), which is administered by the Company’s registrar. For information about this service please contact Equiniti.

Shareholder communications

We make quarterly financial announcements which are made available through Stock Exchange announcements and on the Group’s website (www.smith-nephew.com). Copies of recent Annual Reports, press releases, institutional presentations and audio webcasts are also available on the website.

We send paper copies of the Notice of Annual General Meeting and Annual Report only to those shareholders and ADS holders who have elected to receive shareholder documentation by post. Electronic copies of the Annual Report and Notice of Annual General Meeting are available on the Group’s website at www.smith-nephew.com. Both ordinary shareholders and ADS holders can request paper copies of the Annual Report, which the Company provides free of charge. The Company will continue to send to ordinary shareholders by post the Form of Proxy notifying them of the availability of the Annual Report and Notice of Annual General Meeting on the Group’s website. If you elect to receive the Annual Report and Notice of Annual General Meeting electronically you are informed by e-mail of the documents’ availability on the Group’s website. ADS holders receive the Form of Proxy by post, but will not receive a paper copy of the Notice of Annual General Meeting.

184Smith & Nephew Annual report 2014


Investor communications

The Company maintains regular dialogue with individual institutional shareholders, together with results presentations. To ensure that all members of the Board develop an understanding of the views of major investors, the Executive Directors review significant issues raised by investors with the Board. Non-executive Directors are sent copies of analysts’ and brokers’ briefings. There is an opportunity for individual shareholders to question the Directors at the Annual General Meeting and the Company regularly responds to letters from shareholders on a range of issues.

UK capital gains tax

For the purposes of UK capital gains tax the price of the Company’s ordinary shares on 31 March 1982 was 35.04p.

Smith & Nephew share price

The Company’s ordinary shares are quoted on the London Stock Exchange under the symbol SN. The Company’s share price is available on the Smith & Nephew website www.smith-nephew.com and at www.londonstockexchange.com where the live financial data is updated with a 15-minute delay.

ShareGift

If you hold a small number of shares, which would cost more to sell than they are worth, you may wish to consider donating them to the charity ShareGift (registered charity 1052686) which specialises in accepting such shares as donations. There are no implications for Capital Gains Tax purposes (no gain or loss) and it may also be possible to obtain income tax relief. The relevant stock transfer form may be obtained from Equiniti at the address given on page 184.

Further information about ShareGift is available at www.sharegift.org or by contacting ShareGift at:

ShareGift, PO BOX 72253 London SW1P 9LQ

Tel: (+44) (0) 20 7930 3737

Unauthorised brokers (boiler room scams)

You are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports. These are typically from overseas-based ‘brokers’ who target UK shareholders offering to sell them what often turn out to be worthless or high-risk shares in US or UK investments. These operations are commonly known as ‘boiler rooms’.

If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation Scheme if things go wrong. If you receive any unsolicited investment advice, obtain the correct name of the person and organisation and check that they are properly authorised by the FCA by visiting www.fca.org.uk/register/.

If you think you have been approached by an unauthorised firm you should contact the FCA consumer helpline on 0800 111 6768 or e-mail consumer.queries@fca.org.uk.

More detailed information can be found on the FCA website at www.fca.org.uk/consumers/protect-yourself/unauthorised-firms.

Social media

Smith & Nephew has a presence across a range of social media channels, including Twitter, Facebook and LinkedIn, which are linked below. Information provided by Smith & Nephew through social media channels is not incorporated by reference herein and does not form part of our annual report on Form 20-F.

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https://twitter.com/SmithNephewPLCAmerica.

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www.facebook.com/SmithNephewPlc

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http://www.linkedin.com/company/smith-&-nephew

American Depositary Shares (ADSs) and American Depositary Receipts (ADRs)

In the USA, the Company’s ordinary shares are traded in the form of ADSs, evidenced by ADRs, on the New York Stock Exchange under the symbol SNN. Each American Depositary Share represents two ordinary shares. Deutsche Bank is the authorised depositary bank for the Company’s ADR programme.

ADS enquiries

All enquiries regarding ADS holder accounts and payment of dividends should be addressed to:

Deutsche Bank Shareholder Services

American Stock Transfer and Trust Company

Operations Centre 6210 15th Avenue

Brooklyn, New York

Tel: +1 800 937-5449 (toll free from US)

Tel: +1 718 921-8124 (direct dial)

E-mail: DB@amstock.com

Website: www.adr.db.com

The Company provides Deutsche Bank, as depositary, with copies of Annual Reports containing Consolidated Financial Statements and the opinion expressed thereon by its independent auditor. Such financial statements are prepared under IFRS. Deutsche Bank will send these reports to recorded ADS holders who have elected to receive paper copies. The Company also provides to Deutsche Bank all notices of shareholders’ meetings and other reports and communications that are made generally available to shareholders of the Company. Deutsche Bank makes such notices, reports and communications available for inspection by recorded holders of ADSs and sends voting instruction forms by post to all recorded holders of ADSs.

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Smith & Nephew Annual report 2014            185


OTHER INFORMATION

Information for shareholderscontinued

Smith & Nephew ADS price

The Company’s ADS price can be obtained from the official New York Stock Exchange website at www.nyse.com, the Smith & Nephew website www.smith-nephew.com, and is quoted daily in the Wall Street Journal where the live financial data is updated with a 15-minute delay.

ADS payment information

The Company hereby discloses ADS payment information for the year ended 31 December 2014 in accordance with the Securities and Exchange Commission rules 12.D.3 and 12.D.4 relating to Form 20-F filings by foreign private issuers. The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors, including payment of dividends by the Company by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depository services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fee for those services are paid.

Persons depositing or withdrawing shares must pay:For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

$0.05 (or less) per ADS

Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

Any cash distribution to ADS registered holders, including payment of dividend

$0.05 (or less) per ADS per calendar year

Registration or transfer fees

Depositary services

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when shares are deposited or withdrawn

Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxesAs necessary
Any charges incurred by the depositary or its agents for servicing the deposited securitiesAs necessary

During 2014, a fee of two US cents per ADS was paid on the 2013 final dividend by The Bank of New York Mellon which totaled $111,563.54.

On 1 October 2014 Smith & Nephew changed ADR bank to Deutsche Bank Trust Company Americas. A fee of one US cent per ADS was deducted from the 2014 interim dividend paid in November which totaled $178,537.00. Therefore, for the period 1 January 2014 to 23 February 2015, the total reimbursed by The Bank of New York Mellon and Deutsche Bank Trust Company Americas was $290,100.54.

On 14 October 2014 the ratio for ordinary shares per ADS changed from five ordinary shares per ADS to two ordinary shares per ADS.

186Smith & Nephew Annual report 2014


Dividend history

Smith & Nephew has paid dividends on its ordinary shares in every year since 1937. Following the capital restructuring and dividend reduction in 2000 the Group adopted a policy of increasing its dividend cover (the ratio of EPSA, as set out in the ‘Selected financial data’, to ordinary dividends declared for the year). This was intended to increase the financing capability of the Group for acquisitions and other investments. From 2000 to 2004 the dividend increased in line with inflation and, in 2004, dividend cover stood at 4.1 times. Having achieved this level of dividend cover the Board changed its policy, from that of increasing dividends in line with inflation, to that of increasing dividends for 2005 and after by 10%. Following the redenomination of the Company’s share capital into US Dollars, the Board re-affirmed its policy of increasing the dividend by 10% a year in$ or cents or ¢

References to US Dollar terms.

On 2 August 2012, the Board announced its intention to pursue a progressive dividend policy, with the aim of increasing the US Dollar value of ordinary dividends over time broadly based on the Group’s underlying growth in earnings, while taking into account capital requirements and cash flows.

At the time of the full year results the Board reviews the appropriate level of total annual dividend each year. The Board intends that the interim dividend will be set by a formula and will becurrency. 1 cent is equivalent to 40%one hundredth of the total dividend for the previous year. Dividends will continue to be declared in US Dollars with an equivalent amount in sterling payable to those shareholders whose registered address is in the UK, or who have validly elected to receive sterling dividends.US$1.


An interim dividend in respect of each fiscal year is normally declared in August and paid in November. A final dividend will be recommended by the Board of Directors and paid subject to approval by shareholders at the Company’s Annual General Meeting.

Future dividends of Smith

198GROUP AND OTHER INFORMATION

SMITH & Nephew will be dependent upon: future earnings; the future financial condition of the Group; the Board’s dividend policy; and the additional factors that might affect the business of the Group set out in ‘Special note regarding forward-looking statements’ and ‘Risk Factors’.NEPHEW ANNUAL REPORT 2017

Dividends per share

The table below sets out the dividends per Ordinary Share in the last five years.

     Years ended 31 December
     2014     2013    2012    2011    2010

Pence per share:

                    

Interim

    7.578     7.211    6.811    4.639    4.233
Final (i)    13.377     11.233    11.778    7.444    6.639
Total    20.995     18.444    18.589    12.083    10.872

US cents per share:

                    

Interim

    12.222     11.556    11.000    7.333    6.667

Final

    20.667     18.889    18.000    12.000    10.911
Total    32.889     30.445    29.000    19.333    17.578

INFORMATION FOR SHAREHOLDERS continued

(i)Translated at the Bank of England rate on 23 February 2015.

Dividends above include the associated UK tax credit of 10%, but exclude the deduction of withholding taxes. All dividends, up to the second interim dividend for 2005, were declared in pence per ordinary share and translated into US cents per ordinary share at the Noon Buying Rate on the payment date. Since the second interim dividend for 2005 all dividends have been declared in US cents per ordinary share.

The 2014 final dividend will be payable on 6 May 2015, subject to shareholder approval.

In respect of the proposed final dividend for the year ended 31 December 2014 of 18.6 US cents per ordinary share, the record date will be 17 April 2015 and the payment date will be 6 May 2015. The sterling equivalent per ordinary share will be set following the record date. Shareholders may elect to receive their dividend in either sterling or US Dollars and the last day for election will be 17 April 2015. The ordinary shares will trade ex-dividend on both the London and New York Stock Exchanges from 16 April 2015.

The proposed final dividend of 18.6 US cents per ordinary share, which together with the interim dividend of 11 US cents, makes a total for 2014 of 29.6 US cents.

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Smith & Nephew Annual report 2014            187


OTHER INFORMATION

Information for shareholderscontinued

Share prices

The table below sets out, for the periods indicated, the highest and lowest middle market quotations for the Company’s ordinary shares (as derived from the Daily Official List of the UK Listing Authority) and the highest and lowest sales prices of its ADSs (as reported on the New York Stock Exchange composite tape).

      Ordinary shares         ADSs  
     High     Low       High     Low 
      £       £         US$       US$  

Year ended 31 December:

                 

2010

     6.97       5.38        53.94       41.29  

2011

     7.42       5.21        60.19       42.17  

2012

     6.93       5.80        56.13       45.13  

2013

     8.68       6.80        71.85       52.90  
2014*     11.93       8.57         97.27       29.39  
Quarters in the year ended 31 December:                              

2013:

                 

1st Quarter

     7.60       6.80        58.00       52.90  

2nd Quarter

     7.95       7.18        60.17       54.83  

3rd Quarter

     8.00       7.30        63.06       56.01  
4th Quarter     8.68       7.48         71.85       60.05  

2014:

                 

1st Quarter

     9.60       8.57        80.18       70.84  

2nd Quarter

     11.00       8.61        97.27       73.17  

3rd Quarter

     10.80       9.86        90.45       82.91  
4th Quarter*     11.93       9.06        83.14       29.39  

2015:

                 
1st Quarter (to 23 February 2015)     12.00       11.48        36.71       35.07  
Last six months:                             

August 2014

     10.65       9.86        89.50       82.91  

September 2014

     10.80       10.23        88.15       83.29  

October 2014 (1 to 14 October 2014)*

     10.32       9.74        83.14       77.36  

October 2014 (15 to 31 October 2014)

     10.57       9.06        33.83       29.39  

November 2014

     11.38       10.45        36.12       33.21  

December 2014

     11.93       10.19        38.52       32.06  

January 2015

     12.00       11.48        36.40       35.07  
February 2015 (to 23 February 2015)     11.98       11.55         36.71       35.17  

* On 14 October 2014 the ratio of ordinary shares per ADS changed from five ordinary shares per ADS to two ordinary shares per ADS.

188Smith & Nephew Annual report 2014


Share Capital

The principal trading market for the ordinary shares is the London Stock Exchange. The ordinary shares were listed on the New York Stock Exchange on 16 November 1999, trading in the form of ADSs evidenced by ADRs. Each ADS represents two ordinary shares from 14 October 2014, before which time one ADS represented five ordinary shares. The ADS facility is sponsored by Deutsche Bank acting as depositary.

All the ordinary shares, including those held by Directors and Executive Officers, rank pari passu with each other. On 23 January 2006 the ordinary shares of 12 29p were redenominated as ordinary shares of US 20 cents (following approval by shareholders at the extraordinary general meeting in December 2005). The new US dollar ordinary shares carry the same rights as the previous ordinary shares. The share price continues to be quoted in sterling. In 2006 the Company issued £50,000 of shares in sterling in order to comply with English law. These were issued as deferred shares, which are not listed on any stock exchange. They have extremely limited rights and therefore effectively have no value. These shares were allotted to the Chief Executive Officer, although the Board reserves the right to transfer them to another member of the Board should it so wish.

As at 23 February 2015, to the knowledge of the Group, there were 17,824 registered holders of ordinary shares, of whom 90 had registered addresses in the USA and held a total of 168,578 ordinary shares (less than 0.02% of the total issued). Because certain ordinary shares are registered in the names of nominees, the number of shareholders with registered addresses in the USA is not representative of the number of beneficial owners of ordinary shares resident in the USA.

Shareholdings

As at 23 February 2015, 26,707,860 ADSs equivalent to 53,415,720 ordinary shares or approximately 5.97% of the total ordinary shares in issue, were outstanding and were held by 92 registered ADS holders.

Major shareholders

As far as is known to Smith & Nephew, the Group is not directly or indirectly owned or controlled by another corporation or by any government and the Group has not entered into arrangements, the operation of which may at a subsequent date result in a change in control of the Group.

As at 23 February 2015, no persons are known to Smith & Nephew to have any interest (as defined in the Disclosure and Transparency Rules of the FCA) in 3% or more of the ordinary shares, other than as shown below. The following tables show changes over the last three years in the percentage and numbers of the issued share capital owned by shareholders holding 3% or more of ordinary shares, as notified to the Company under the Disclosure and Transparency Rules:

                    As at 31 December  
     23 February 2015       2014       2013       2012  
      %       %       %       %  

BlackRock, Inc.

     5.5       5.5       4.7       5.0  

Invesco

     5.0       5.3       12.1       11.9  

Legal & General Group plc

                          3.0  
Newton Investment Management Limited                          4.9  
                
                    As at 31 December  
     23 February 2015       2014       2013       2012  
      ’000       ’000       ’000       ’000  

BlackRock, Inc.

     49,206       49,008       41,870       44,811  

Invesco

     44,918       47,508       107,823       107,823  

Legal & General Group plc

                          26,906  
Newton Investment Management Limited                          8,432  

The Company is not aware of any person who has a significant direct or indirect holding of securities in the Company, and is not aware of any persons holding securities which may control the Company. There are no securities in issue which have special rights as to the control of the Company.

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Smith & Nephew Annual report 2014            189


OTHER INFORMATION

Information for shareholderscontinued

Purchase of ordinary shares on behalf of the Company

At the AGM, the Company will be seeking a renewal of its current permission from shareholders to purchase up to 10% of its own shares. In order to avoid shareholder dilution, shares allotted to employees through employee share schemes are bought back on a quarterly basis and subsequently cancelled by the Company. From 1 January 2014 to 23 February 2015, in the months listed below, the Company has purchased 5,455,000 ordinary shares at a cost of US$91,595,439.

      
 
 
Total shares
purchased
(000s
  
  
     
 
 
Average price
paid per  share
(p
  
  
     
 
 
 
Approximate US$
value of shares
purchased under
the plan
  
  
  
  

12-22 May 2014

     1,825       926.1138       28,687,538  

6-19 August 2014

     1,380       1,026.3662       23,833,629  

4-14 November 2014

     1,200       1,056.5981       20,198,882  
13-18 February 2015     1,050       1,168.3047       18,875,390  

The shares were purchased in the open market by UBS Limited and JP Morgan Cazenove Limited on behalf of the Company.

Exchange controls and other limitations affecting security holders

There are no UK governmental laws, decrees or regulations that restrict the export or import of capital or that affect the payment of dividends, interest or other payments to non-resident holders of Smith & Nephew’s securities, except for certain restrictions imposed from time to time by Her Majesty’s Treasury of the United Kingdom pursuant to legislation, such as the United Nations Act 1946 and the Emergency Laws Act 1964, against the government or residents of certain countries.

There are no limitations, either under the laws of the UK or under the Articles of Association of Smith & Nephew, restricting the right of non-UK residents to hold or to exercise voting rights in respect of ordinary shares, except that where any overseas shareholder has not provided to the Company a UK address for the service of notices, the Company is under no obligation to send any notice or other document to an overseas address. It is, however, the current practice of the Company to send every notice or other document to all shareholders regardless of the country recorded in the register of members, with the exception of details of the Company’s dividend reinvestment plan, which are not sent to shareholders with recorded addresses in the USA and Canada.

Taxation information for shareholders

The comments below are of a general and summary nature and are based on the Group’s understanding of certain aspects of current UK and US federal income tax law and practice relevant to the ADSs and ordinary shares not in ADS form. The comments address the material US and UK tax consequences generally applicable to a person who is the beneficial owner of ADSs or ordinary shares and who, for US federal income tax purposes, is a citizen or resident of the USA, a corporation (or other entity taxable as a corporation) created or organised in or under the laws of the USA (or any State therein), or an estate or trust the income of which is included in gross income for US federal income tax purposes regardless of its source (each a ‘US Holder’). The comments set out below do not purport to address all tax consequences of the ownership of ADSs or ordinary shares which may be material to a particular holder and in particular do not deal with the position of shareholders who directly or indirectly own 10% or more of the Company’s issued ordinary shares. This discussion does not apply to (i) persons whose holding of ADSs or ordinary shares is effectively connected with or pertains to either a permanent establishment in the UK through which a US Holder carries on a business in the UK or a fixed base from which a US Holder performs independent personal services in the UK, or (ii) persons whose registered address is inside the UK. This discussion does not apply to certain investors subject to special rules, such as certain financial institutions, tax-exempt entities, insurance companies, broker-dealers, traders in securities that elect to

use the mark to market method of tax accounting, partnerships or other entities treated as partnerships for US federal income tax purposes, US Holders holding ADSs or ordinary shares as part of a hedging, conversion or other integrated transaction or whose functional currency for US federal income tax purposes is other than the US dollar and US Holders liable for alternative minimum tax. In addition, the comments below do not address the potential application of the provisions of the United States Internal Revenue Code, known as the Medicare contribution tax, or any US state, local or non-US (other than UK) taxes. The summary deals only with US Holders who hold ADSs or ordinary shares as capital assets. The summary is based on current UK and US law and practice which is subject to change, possibly with retroactive effect. US Holders are recommended to consult their own tax advisers as to the particular tax consequences to them of the ownership of ADSs or ordinary shares. The Company believes, and this discussion assumes, that the Company was not a passive foreign investment company for its taxable year ended 31 December 2014.

This discussion is based in part on representations by the depositary and assumes that each obligation under the deposit agreement and any related agreement will be performed in accordance with its terms. For purposes of US federal income tax law, US Holders of ADSs will generally be treated as owners of the ordinary shares represented by the ADSs. However, the US Treasury has expressed concerns that parties to whom depositary shares are released before shares are delivered to the depositary (‘pre-released’) may be taking actions that are inconsistent with the claiming of foreign tax credits by owners of depositary shares. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate US Holders. Accordingly, the availability of the reduced tax rate for dividends received by certain non-corporate US Holders of ADSs could be affected by actions that may be taken by parties to whom ADSs are pre-released.

Taxation of dividends in the UK and the USA

The UK does not currently impose a withholding tax on dividends paid by a UK corporation, such as the Company.

Distributions paid by the Company will be treated for US federal income tax purposes as foreign source ordinary dividend income to a US Holder to the extent paid out of the Company’s current or accumulated earnings and profits as determined for US federal income tax purposes. Because the Company does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions generally will be reported to US Holders as dividends. Such dividends will not be eligible for the dividends-received deduction generally allowed to corporate US Holders.

190Smith & Nephew Annual report 2014


Dividends paid to certain non-corporate US Holders of ordinary shares or ADSs may be subject to US federal income tax at lower rates than those applicable to other types of ordinary income if certain conditions are met. Non-corporate US Holders should consult their own tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at these favourable rates.

Taxation of capital gains

US Holders, who are not resident or ordinarily resident for tax purposes in the UK, will not generally be liable for UK capital gains tax on any capital gain realised upon the sale or other disposition of ADSs or ordinary shares unless the ADSs or ordinary shares are held in connection with a trade carried on in the UK through a permanent establishment (or in the case of individuals, through a branch or agency). Furthermore, UK resident individuals who acquire ADSs or ordinary shares before becoming temporarily non-UK residents may remain subject to UK taxation of capital gains on gains realised while non-resident.

For US federal income tax purposes, gains or losses realised upon a taxable sale or other disposition of ADSs or ordinary shares by US Holders generally will be US source capital gains or losses and will be long-term capital gains or losses if the ADSs or ordinary shares were held for more than one year. The amount of a US Holder’s gain or loss will be equal to the difference between the amount realised on the sale or other disposition and such holder’s tax basis in the ADSs, or ordinary shares, determined in US dollars.

Inheritance and estate taxes

The HM Revenue & Customs imposes inheritance tax on capital transfers which occur on death, and in the seven years preceding death. The HM Revenue & Customs considers that the US/UK Double Taxation Convention on Estate and Gift Tax applies to inheritance tax. Consequently, a US citizen who is domiciled in the USA and is not a UK national or domiciled in the UK will not be subject to UK inheritance tax in respect of ADSs and ordinary shares. A UK national who is domiciled in the USA will be subject to both UK inheritance tax and US federal estate tax but will be entitled to a credit for US federal estate tax charged in respect of ADSs and ordinary shares in computing the liability to UK inheritance tax. Conversely, a US citizen who is domiciled or deemed domiciled in the UK will be entitled to a credit for UK inheritance tax charged in respect of ADSs and ordinary shares in computing the liability for US federal estate tax. Special rules apply where ADSs and ordinary shares are business property of a permanent establishment of an enterprise situated in the UK.

US information reporting and backup withholding

A US Holder may be subject to US information reporting and backup withholding on dividends paid on or the proceeds of sales of ADSs or ordinary shares made within the USA or through certain US-related financial intermediaries, unless the US Holder is an exempt recipient or, in the case of backup withholding, provides a correct US taxpayer identification number and certain other conditions are met. US backup withholding may apply if there has been a notification from the US Internal Revenue Service of a failure to report all interest or dividends.

Any backup withholding deducted may be credited against the US Holder’s US federal income tax liability, and, where the backup withholding exceeds the actual liability, the US Holder may obtain a refund by timely filing the appropriate refund claim with the US Internal Revenue Service.

Certain US Holders who are individuals (and under proposed Treasury regulations, certain entities) may be required to report information relating to securities issued by a non-US person (or foreign accounts through which the securities are held), subject to certain exceptions (including an exception for securities held in accounts maintained by US financial institutions). US Holders should consult their tax advisers regarding their reporting obligations with respect to the ordinary shares or ADSs.

UK stamp duty and stamp duty reserve tax

UK stamp duty is charged on documents and in particular instruments for the transfer of registered ownership of ordinary shares. Transfers of ordinary shares in certificated form will generally be subject to UK stamp duty at the rate of 12% of the consideration given for the transfer with the duty rounded up to the nearest £5.

UK stamp duty reserve tax (‘SDRT’) arises when there is an agreement to transfer shares in UK companies ‘for consideration in money or money’s worth’, and so an agreement to transfer ordinary shares for money or other consideration may give rise to a charge to SDRT at the rate of 12% (rounded up to the nearest penny). The charge of SDRT will be cancelled, and any SDRT already paid will be refunded, if within six years of the agreement an instrument of transfer is produced to HM Revenue & Customs and the appropriate stamp duty paid.

Transfers of ordinary shares into CREST (an electronic transfer system) are exempt from stamp duty so long as the transferee is a member of CREST who will hold the ordinary shares as a nominee for the transferor and the transfer is in a form that will ensure that the securities become held in uncertificated form within CREST. Paperless transfers of ordinary shares within CREST for consideration in money or money’s worth are liable to SDRT rather than stamp duty. SDRT on relevant transactions will be collected by CREST at 12%, and this will apply whether or not the transfer is effected in the UK and whether or not the parties to it are resident or situated in the UK.

A charge of stamp duty or SDRT at the rate of 1 12% of the consideration (or, in some circumstances, the value of the shares concerned) will arise on a transfer or issue of ordinary shares to the depositary or to certain persons providing a clearance service (or their nominees or agents) for the conversion into ADRs and will generally be payable by the depositary or person providing clearance service. In accordance with the terms of the Deposit Agreement, any tax or duty payable by the depositary on deposits of ordinary shares will be charged by the depositary to the party to whom ADRs are delivered against such deposits.

No liability for stamp duty or SDRT will arise on any transfer of, or agreement to transfer, an ADS or beneficial ownership of an ADS, provided that the ADS and any instrument of transfer or written agreement to transfer remains at all times outside the UK, and provided further that any instrument of transfer or written agreement to transfer is not executed in the UK and the transfer does not relate to any matter or thing done or to be done in the UK (the location of the custodian as a holder of ordinary shares not being relevant in this context). In any other case, any transfer of, or agreement to transfer, an ADS or beneficial ownership of an ADS could, depending on all the circumstances of the transfer, give rise to a charge to stamp duty or SDRT.

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Smith & Nephew Annual report 2014            191


OTHER INFORMATION

Information for shareholderscontinued

INDEX

x

 

 

 

 

2016 Financial highlights

183 

    

Information for shareholders

184–200 

Accounting Policies

114, 119–120 

 

Intangible assets

134–135 

Accounts Presentation

199 

 

Intellectual property

149–150 

Acquisitions

15, 37, 159–161 

 

Interest and other finance costs

126 

Acquisition related costs

123, 180 

 

Inventories

137 

American Depositary Shares

185–186 

 

Investments

136 

Articles of Association

The following summarises certain material192–193 

Investment in associates

136–137 

Audit fees

76, 126 

Key Performance Indicators

11–15, 39 

Board

50–53 

Leases

142, 161 

Business overview

6–7, 171–175 

Legal and other

123, 180 

Business segment information

18–24, 121–124 

Legal proceedings

149–150 

Cash and borrowings

140–142 

Liquidity and capital resources

39, 142 

Chairman’s statement

2–3 

Manufacturing and quality

29–30 

Chief Executive Officer’s review

4–5 

New accounting standards

119–120 

Chief Financial Officer’s review

36–37 

Off-balance sheet arrangements

171 

Company balance sheet

163 

Operating profit

125–126 

Company notes to the accounts

165–170 

Other finance costs

126 

Contingencies

148–150, 166 

Our marketplace

16–17 

Contractual obligations

182 

Outlook and trend information

16–17, 38–39, 171–175 

Corporate Governance Statement

56 

Parent Company accounts

163–170 

Critical judgements and estimates

114 

People/Employees

25–28 

Cross Reference to Form 20‑F

194–195 

Provisions

148–150 

Currency fluctuations

173 

Property, plant and equipment

131–132 

Currency translation

120 

Regulation

17, 43 

Deferred taxation

129 

Related party transactions

162, 171 

Directors’ Remuneration Report

79–105 

Research and development

28–29 

Directors’ responsibility statement

107 

Restructuring and rationalisation expenses

123, 180 

Dividends

158, 186–187 

Retirement benefit obligation

150–155 

Earnings per share

3, 37, 38, 130–131 

Risk factors

172–175 

Employees/People

25–28 

Risk report

40–49 

Employees Share Trust

162 

Sales and marketing

30–31 

Ethics and compliance

32, 69–70 

Selected financial data

176–177 

Executive Officers

54–55 

Share based payments

162 

Factors affecting results of operations

175 

Share capital

156–158 , 188–189 

Financial instruments

143–147 

Strategic priorities

10–15 

Financial review

38–39 

Sustainability

33–35 

Glossary of terms

196–197 

Taxation

127–129 

Goodwill

133–134 

Taxation information for shareholders

190–191 

Group balance sheet

116 

Total shareholder return

94

Group cash flow statement

117 

Trade and other payables

139

Group companies

167–168 

Trade and other receivables

138–139 

Group history

171 

Training and education

32 

Group income statement

115 

Treasury shares

157 

Group notes to the accounts

119–162 

Group overview

6–7, 171 

Group statement of changes in equity

118 

Group statement of comprehensive income

115 

Independent auditor’s reports

108–113 


SMITH & NEPHEW ANNUAL REPORT 2017

 GROUP AND OTHER INFORMATION     199

IRAN NOTICE

Section 13(r) of the Exchange Act requires issuers to make specific disclosure in their annual reports of certain types of dealings with Iran, including transactions or dealings with Iranian government-owned entities, as well as dealings with entities sanctioned for activities related to terrorism or proliferation of weapons of mass destruction, even when those activities are not prohibited by US law and do not involve US persons. The Group does not have a legal entity based in Iran, but in 2017 it exported certain medical devices to Iran, via sales by non-US entities, to a new privately owned Iranian distributor for sale in Iran. Prior to 2017, the Group had sold products via non-US entities to a privately owned distributor based in the UAE who sold products into Iran. In both cases, sales were to hospitals that we understand are owned or controlled by the Government of Iran.

The Group’s direct and indirect sales of US origin medical devices into Iran are permitted pursuant to section 560.530(a)(3)(i) of the Iranian Transactions and Sanctions Regulations, and its indirect sales of non-US origin medical devices into Iran are made in accordance with applicable law.  The Group also provides training to its distributor(s) and surgeons in Iran as necessary and ordinarily incident to the safe and effective use of the medical devices, which is also permitted by applicable law. In 2017, the Group’s gross revenues from sales to Iran were approximately $5.2m and net losses were approximately $4.0m, due in part to the transition to the new distributor. For prior years, approximate gross revenues and net profits of the Group from sales to Iran were: 2016: gross revenues $1.2m, net losses $0.4m; 2015: gross revenues $4.0m, net profits $0.8m; 2014: gross revenues $3.8m, net profits $1.1m; and 2013: gross revenues $3.5m, net profits $1.2m.

The Group is reporting the entire gross revenues and net profits for the activities described above, which figures include sales of US origin medical devices.  The Group has included sales of US origin medical devices in the total gross revenue and net profit figures above as it does not separately break out revenues and profits by country of origin. The Group intends to continue to engage in the activities described above in accordance with applicable law.

ABOUT SMITH & NEPHEW

The Smith & Nephew Group (the Group) is a global medical devices business operating in the markets for advanced surgical devices comprising orthopaedic reconstruction and trauma, sports medicine and advanced wound management, with revenue of approximately $4.8bn in 2017. Smith & Nephew plc (the Company) is the Parent Company of the Group. It is an English public limited company with its shares listed on the premium list of the UK Listing Authority and traded on the London Stock Exchange. Shares are also traded on the New York Stock Exchange in the form of American Depositary Shares (ADSs).

This is the Annual Report of Smith & Nephew plc for the year ended 31 December 2017. It comprises, in a single document, the Annual Report and Accounts of the Company in accordance with UK requirements and the Annual Report on Form 20‑F in accordance with the regulations of the United States Securities and Exchange Commission (SEC).

Smith & Nephew operates on a worldwide basis and has distribution channels in over 100 countries. The Group is engaged in a single business activity, being the development, manufacture and sale of medical technology products and services. The Group is structured as two geographical selling regions: US and International; with a president for each who is responsible for the commercial view of that region. Research & Development, Manufacturing, Supply Chain and Central functions are managed globally for the Group as a whole.

Smith & Nephew’s corporate website, www.smith-nephew.com, gives additional information on the Group, including an electronic version of this Annual Report. Information made available on this website, or other websites mentioned in this Annual Report, are not and should not be regarded as being part of, or incorporated into, this Annual Report.

For the convenience of the reader, a Glossary of technical and financial terms used in this document is included on pages 196 – 197. The product names referred to in this document are identified by use of capital letters and TM (on first occurrence) and are trademarks owned by or licensed to members of the Group.


200GROUP AND OTHER INFORMATION

SMITH & NEPHEW ANNUAL REPORT 2017

INFORMATION FOR SHAREHOLDERS continued

PRESENTATION

The Group’s fiscal year end is 31 December. References to a particular year in this Annual Report are to the fiscal year, unless otherwise indicated. Except as the context otherwise requires, ‘Ordinary Share’ or ‘share’ refer to the ordinary shares of Smith & Nephew plc of 20 US cents each.

The Group Accounts of Smith & Nephew in this Annual Report are presented in US Dollars. Solely for the convenience of the reader, certain parts of this Annual Report contain translations of amounts in US Dollars into Sterling at specified rates. These translations should not be construed as representations that the US Dollar amounts actually represent such Sterling amounts or could be converted into Sterling at the rate indicated.

Unless stated otherwise, the translation of US Dollars and cents to Sterling and pence in this Annual Report has been made at the Bank of England exchange rate on the date indicated. On 16 February 2018, the latest practicable date for this Annual Report, the Bank of England rate was US$1.40 per £1.00.

The results of the Group, as reported in US Dollars, are affected by movements in exchange rates between US Dollars and other currencies. The Group applied the average exchange rates prevailing during the year to translate the results of companies with functional currency other than US Dollars. The currencies which most influenced these translations in the years covered by this report were Sterling, Swiss Franc and the Euro.

The Accounts of the Group in this Annual Report are presented in millions (m) unless otherwise indicated.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Group’s reports filed with, or furnished to, the US Securities and Exchange Commission (SEC), including this document and written information released, or oral statements made, to the public in the future by or on behalf of the Group, contain ‘forward-looking statements’ within the meaning of the US Private Securities Litigation Reform Act of 1995, that may or may not prove accurate. For example, statements regarding expected revenue growth and trading profit margins discussed under ‘Outlook’ and ‘Strategic Priorities’, market trends and our product pipeline are forward-looking statements. Phrases such as ‘aim’, ‘plan’, ‘intend’, ‘anticipate’, ‘well-placed’, ‘believe’, ‘estimate’, ‘expect’, ‘target’, ‘consider’ and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, to differ materially from what is expressed or implied by the statements.

For Smith & Nephew, these factors include: economic and financial conditions in the markets we serve, especially those affecting healthcare providers, payers and customers; price levels for established and innovative medical devices; developments in medical technology; regulatory approvals, reimbursement decisions or other government actions; product defects or recalls; litigation relating to patent or other claims; legal compliance risks and related investigative, remedial or enforcement actions; strategic actions, including acquisitions and dispositions and our success in performing due diligence, valuing and integrating acquired businesses; disruption that may result from transactions or other changes we make in our business plans or organisation to adapt to market developments and numerous other matters that affect us or our markets, including those of a political, economic, business, competitive or reputational nature; relationships with healthcare professionals; reliance on information technology. Specific risks faced by the Group are described under ‘Risk factors’ on pages 172–175 of this Annual Report. Any forward-looking statement is based on information available to Smith & Nephew as of the date of the statement. All written or oral forward-looking statements attributable to Smith & Nephew are qualified by this caution. Smith & Nephew does not undertake any obligation to update or revise any forward-looking statement to reflect any change in circumstances or in Smith & Nephew’s expectations.

PRODUCT DATA

Product data and product share estimates throughout this report are derived from a variety of sources including publicly available competitors’ information, internal management information and independent market research reports.

DOCUMENTS ON DISPLAY

It is possible to read and copy documents referred to in this Annual Report at the Registered Office of the Company. Documents referred to in this Annual Report that have been filed with the Securities and Exchange Commission in the US may be read and copied at the SEC’s public reference room located at 450 Fifth Street, NW, Washington DC 20549. Please call the SEC at 1‑800‑SEC‑0330 for further information on the public reference rooms and their copy charges. The SEC also maintains a website at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC. This Annual Report and some of the other information submitted by the Group to the SEC may be accessed through the SEC website.


SMITH & NEPHEW ANNUAL REPORT 2017

EXHIBITS201

EXHIBIT INDEX

Exhibit No.

Description of Document

Incorporated Herein by Reference To

Filed
Herewith

1

Articles of Association

Form 20-F for the year ended December 31, 2011 filed on March 1, 2012 (File No. 1-14978)

2

Smith & Nephew plc is not party to any single instrument relating to long-term debt pursuant to which a total amount of securities exceeding 10% of Smith & Nephew plc’s total assets (on a consolidated basis) is authorized to be issued. Smith & Nephew plc hereby agrees to furnish to the SEC, upon its request, a copy of any instrument defining the rights of holders of its long-term debt or the rights of holders of the Company’s ordinary shares underlong-term debt of any of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed with the material provisionsSEC.

4

(a) (i)

Material contract: Agreement and Appendices dated 3 February 2014 by and among Smith & Nephew plc, Barclays Bank Plc, The Financial Institutions in Schedule 1, Barclays Bank Plc and J.P. Morgan Chase Bank, N.A. and J.P. Morgan Europe Limited.

Form 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(ii)

Material contract: Agreement and Plan Merger dated 2 February 2014 by and among ArthroCare Corporation Smith & Nephew, Inc. and Smith & Nephew plc.

Form 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(iii)

Material contract: Agreement and Appendices dated 24 March 2014 by and among Smith & Nephew plc, Barclays Bank Plc; J.P. Morgan Limited; Bank Of America Merrill Lynch International Limited; Bank Of China Limited, London Branch; The Bank Of Tokyo-Mitsubishi Ufj, Ltd.; HSBC Bank Plc; Mizuho Bank, Ltd.; National Australia Bank Limited; The Royal Bank Of Scotland Plc; Societe Generale; Sumitomo Mitsui Banking Corporation; Wells Fargo Bank International and Deutsche Bank Ag, London Branch.

Form 20-F for the year ended December 31, 2014 filed on March 5, 2015 (File No.1-14978)


202EXHIBITS

SMITH & NEPHEW ANNUAL REPORT 2017

Exhibit No.

Description of the Company’s Articles of AssociationDocument

Incorporated Herein by Reference To

Filed
Herewith

4

(a) (iv)

Material contract: Agreement and English law. This summary is qualified in its entiretyAppendices dated 19 November 2014 by reference to the Companies Act and the Company’s Articles of Association. In the following description, a ‘shareholder’ is the person registered in the Company’s register of members as the holder of an ordinary share.

The Company is incorporated under the nameamong Smith & Nephew plc and is registeredthe purchasers listed in England and Wales with registered number 324357.Schedule A.

The Company’s ordinary shares may be held in certificated or uncertificated form. No holder of the Company’s shares will be required to make additional contributions of capital in respect of the Company’s shares in the future. In accordance with English law the Company’s ordinary shares rank equally.

Directors

Under the Company’s Articles of Association, a Director may not vote in respect of any contract, arrangement, transaction or proposal in which he, or any person connected with him, has any material interest other than by virtue of his interests in securities of, or otherwise in or through, the Company. This is subject to certain exceptions relating to proposals (a) indemnifying him in respect of obligations incurred on behalf of the Company, (b) indemnifying a third party in respect of obligations of the Company for which the Director has assumed responsibility under an indemnity or guarantee, (c) relating to an offer of securities in which he will be interested as an underwriter, (d) concerning another body corporate in which the Director is beneficially interested in less than 1% of the issued shares of any class of shares of such a body corporate, (e) relating to an employee benefit in which the Director will share equally with other employees and (f) relating to any insurance that the Company is empowered to purchaseForm 20-F for the benefityear ended December 31, 2014 filed on March 5, 2015 (File No.1-14978)

4

(c) (i)

Service Agreement of DirectorsOlivier Bohuon

Form 20-F for the year ended December 31, 2010 filed on March 3, 2011 (File No. 1-14978)

(ii)

Service Agreement of Julie Brown

Form 20-F for the Company in respect of actions undertaken as Directors (and/or officers) of the Company.

A Director shall not vote or be counted in any quorum present at a meeting in relation to a resolutionyear ended December 31, 2012 filed on which he is not entitled to vote.February 28, 2013 (File No. 1-14978)

The Directors are empowered to exercise all the powers of the Company to borrow money, subject

(iii)

Side Letter to the limitation thatService Agreement of Julie Brown

Form 20-F for the aggregate amountyear ended December 31, 2012 filed on February 28, 2013 (File No. 1-14978)

(iv)

Letter of all monies borrowed after deducting cash and current asset investments byAppointment of Ian Barlow

Form 20-F for the Company and its subsidiaries shall not exceedyear ended December 31, 2009 filed on March 26, 2010 (File No. 1-14978)

(v)

Letter of Appointment of The Rt. Hon Baroness Virginia Bottomley

Form 20-F for the sumyear ended December 31, 2012 filed on February 28, 2013 (File No.1-14978)

(vi)

Letter of $6,500,000,000.Appointment of Michael Friedman

Any Director who has been appointed byForm 20-F for the Directors since the previous Annual General Meeting of shareholders, either to fill a casual vacancy or as an additional Director holds office only until the conclusion of the next Annual General Meeting and then shall be eligible for re-election by the shareholders. The other Directors retire and are eligible for re-appointment at the third Annual General Meeting after the meeting at which they were last re-appointed. If not re-appointed a Director retiring at a meeting shall retain office until the meeting appoints someone in his place, or if it does not do so, until the conclusion of the meeting. The Directors are subject to removal with or without cause by the Board or the shareholders. Directors are not required to hold any shares of the Company by way of qualification.year ended December 31, 2012 filed on February 28, 2013 (File No.1-14978)

Under the Company’s Articles of Association and English law, a Director may be indemnified out of the assets of the Company against liabilities he may sustain or incur in the execution of his duties.


SMITH & NEPHEW ANNUAL REPORT 2017

 EXHIBITS     203

Rights attaching to ordinary shares

Under English law, dividends are payable on the Company’s ordinary shares only out of profits available for distribution, as determined in accordance with accounting principles generally accepted in the UK and by the Companies Act 2006. Holders of the Company’s ordinary shares are entitled to receive final dividends as may be declared by the Directors and approved by the shareholders in general meeting, rateable according to the amounts paid up on such shares, provided that the dividend cannot exceed the amount recommended by the Directors.

The Company’s Board of Directors may declare such interim dividends as appear to them to be justified by the Company’s financial position. If authorised by an ordinary resolution of the shareholders, the Board may also direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid up shares or debentures of the Company).

Any dividend unclaimed after 12 years from the date the dividend was declared, or became due for payment, will be forfeited and will revert to the Company.

There were no material modifications to the rights of shareholders under the Articles during 2014.

Voting rights of ordinary shares

Voting at any general meeting of shareholders is by a show of hands unless a poll, which is a written vote, is duly demanded and held. On a show of hands, every shareholder who is present in person at a general meeting has one vote regardless of the number of shares held. On a poll, every shareholder who is present in person or by proxy has one vote for each ordinary share held by that shareholder. A poll may be demanded by any of the following:

 

the chairman of the meeting;

 

at least five shareholders present or by proxy entitled to vote on the resolution;

 

any shareholder or shareholders representing in the aggregate not less than one-tenth of the total voting rights of all shareholders entitled to vote on the resolution; or

 

any shareholder or shareholders holding shares conferring a right to vote on the resolution on which there have been paid-up sums in aggregate equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

A form of proxy will be treated as giving the proxy the authority to demand a poll, or to join others in demanding one, as above.

The necessary quorum for a general meeting is two shareholders present in person or by proxy carrying the right to vote upon the business to be transacted.

 

 

Exhibit No.

Description of Document

Incorporated Herein by Reference To

Filed
Herewith

 

192

4

C (vii)

Letter of Re-Appointment of Brian Larcombe

Form 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(viii)

Letter of Re-Appointment of Joseph Papa

Form 20-F for the year ended December 31, 2016 filed on March 6, 2017 (File No.1-14978)

(ix)

Letter of Appointment of Roberto Quarta

Form 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(x)

Letter of Appointment of Vinita Bali

Form 20-F for the year ended December 31, 2014 filed on March 5, 2015 (File No.1-14978)

(xi)

Letter of Appointment of Erik Engstrom

Form 20-F for the year ended December 31, 2014 filed on March 5, 2015 (File No.1-14978)

(xii)

Letter of Re-Appointment of Brian Larcombe

Form 20-F for the year ended December 31, 2014 filed on March 5, 2015 (File No.1-14978)

(xiii)

Letter of Re-Appointment of The Rt. Hon Baroness Virginia Bottomley DL

Form 20-F for the year ended December 31, 2014 filed on March 5, 2015 (File No.1-14978)

(xiv)

Letter of Appointment of Robin Freestone

Form 20-F for the year ended December 31, 2015 filed on March 4, 2016 (File No.1-14978)

(xv)

Letter of Re-Appointment of Ian Barlow

Form 20-F for the year ended December 31, 2015 filed on March 4, 2016 (File No.1-14978)

(xvi)

Letter of Re-Appointment of Michael Friedman

Form 20-F for the year ended December 31, 2015 filed on March 4, 2016 (File No.1-14978)

(xvii)

Letter of Re-Appointment of Brian Larcombe

Form 20-F for the year ended December 31, 2016 filed on March 6, 2017 (File No.1-14978)

(xviii)

The Smith & Nephew Annual report 2014 2001 UK Approved Share Option Plan

Form 20-F for the year ended December 31, 2004 filed on March 16, 2005 (File No. 1-14978)


 

204EXHIBITS

SMITH & NEPHEW ANNUAL REPORT 2017

 

Matters are transacted at general meetingsExhibit No.

Description of the CompanyDocument

Incorporated Herein by the processing and passing of resolutions of which there are two kinds; ordinary or special resolutions:Reference To

Filed
Herewith

 

Ordinary resolutions include resolutions for the re-election of Directors, the approval of financial statements, the declaration of dividends (other than interim dividends), the appointment and re-appointment of auditors or the grant of authority to allot shares. An ordinary resolution requires the affirmative vote of a majority of the votes of those persons voting at the meetings at which there is a quorum.

 

Special resolutions include resolutions amending the Company’s Articles of Association, dis-applying statutory pre-emption rights or changing the Company’s name; modifying the rights of any class of the Company’s shares at a meeting of the holders of such class or relating to certain matters concerning the Company’s winding up. A special resolution requires the affirmative vote of not less than three-quarters of the votes of the persons voting at the meeting at which there is a quorum.

Annual General Meetings must be convened upon advance written notice of 21 days. Other general meetings must be convened upon advance written notice of at least 14 clear days. The days of delivery or receipt of notice are not included. The notice must specify the nature of the business to be transacted. Meetings are convened by the Board of Directors. Members with 5% of the ordinary share capital of the Company may requisition the Board to convene a meeting.

Variation of rights

If, at any time, the Company’s share capital is divided into different classes of shares, the rights attached to any class may be varied, subject to the provisions of the Companies Act, with the consent in writing of holders of three-quarters in nominal value of the issued shares of that class or upon the adoption of a special resolution passed at a separate meeting of the holders of the shares of that class. At every such separate meeting, all the provisions of the articles of association relating to proceedings at a general meeting apply, except that the quorum is to be the number of persons (which must be two or more) who hold or represent by proxy not less than one-third in nominal value of the issued shares of the class and at any such meeting a poll may be demanded in writing by any person or their proxy who hold shares of that class. Where a person is present by proxy or proxies, he is treated as holding only the shares in respect of which the proxies are authorised to exercise voting rights.

Rights in a winding up

Except as the Company’s shareholders have agreed or may otherwise agree, upon the Company’s winding up, the balance of assets available for distribution:

 

after the payment of all creditors including certain preferential creditors, whether statutorily preferred creditors or normal creditors; and

 

subject to any special rights attaching to any other class of shares;

 

is to be distributed among the holders of ordinary shares according to the amounts paid-up on the shares held by them. This distribution is generally to be made in US dollars. A liquidator may, however, upon the adoption of any extraordinary resolution of the shareholders and any other sanction required by law, divide among the shareholders the whole or any part of the Company’s assets in kind.

Limitations on voting and shareholding(xix)

There are no limitations imposed by English law or the Company’s Articles of Association on the right of non-residents or foreign persons to hold or vote the Company’s ordinary shares or ADSs, other than the limitations that would generally apply to all of the Company’s shareholders.

Transfers of shares

The Board may refuse to register the transfer of shares held in certificated form which:

are not fully paid (provided that it shall not exercise this discretion in such a way as to prevent stock market dealings in the shares of that class from taking place on an open and proper basis);

are not duly stamped or duly certified or otherwise shown to the satisfaction of the Board to be exempt from stamp duty, lodged at the Transfer Office or at such other place as the Board may appoint and (save in the case of a transfer by a person to whom no certificate was issued in respect of the shares in question) accompanied by the certificate for the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do;

are in respect of more than one class of shares; or

are in favour of more than four transferees.

Deferred shares

Following the re-denomination of share capital on 23 January 2006 the ordinary shares’ nominal value became 20 US cents each. There were no changes to the rights or obligations of the ordinary shares. In order to comply with the Companies Act 2006, a new class of sterling shares was created, deferred shares, of which £50,000 were issued and allotted in 2006 as fully paid to the Chief Executive Officer though the Board reserves the right to transfer them to another member of the Board should it so wish. These deferred shares have no voting or dividend rights and on winding up only are entitled to repayment at nominal value only if all ordinary shareholders have received the nominal value of their shares plus an additional $1,000 each.

Amendments

The Company does not have any special rules about amendments to its Articles of Association beyond those imposed by law.

LOGO

Form 20-F for the year ended December 31, 2004 filed on March 16, 2005 (File No. 1-14978)

 


OTHER INFORMATION

Cross Reference to Form 20-F

 

 

This table provides a cross reference from the information included in this Annual Report to the requirements of Form 20-F.

 

Part I

(xx)

Page 
Item 1Identity of Directors, Senior Management and Advisersn/a
Item 2Offer Statistics and Expected Timetablen/a

Item 3

Key Information

A – Selected Financial Data174–175
B – Capitalization and Indebtednessn/a
C – Reason for the Offer and Use of Proceedsn/a
D – Risk Factors171–173

Item 4

Information on the Company

A – History and Development of the Company170
B – Business Overview3–4, 8–15, 18–39, 118–121, 171–173, 180–183
C – Organizational Structure10–11, 133–134, 164–165
D – Property, Plant and equipment128–129, 170, 172
Item 4AUnresolved Staff CommentsNone

Item 5

Operating and Financial Review and Prospects

A – Operating results8–15, 26, 30, 34–36, 111, 113, 115, 180–183
B – Liquidity and Capital Resources115, 136–140, 155
C – Research and Development, patents and licences, etc.14, 21–22
D – Trend information18–20, 104, 171–173
E – Off Balance Sheet Arrangements170
F – Tabular Disclosure of Contractual Obligations179–180
G – Safe Harbor199

Item 6

Directors, Senior Management and Employees

A – Directors and Senior Management54–59, 63
B – Compensation81–102
C – Board Practices54–59, 62–80
D – Employees10–11, 25, 121
E – Share Ownership90, 159–162

Item 7

Major shareholders and Related Party Transactions

A – Major shareholders189
   – Host Country shareholders189
B – Related Party Transactions163, 170
C – Interests of experts and counseln/a

Item 8

Financial information

A – Consolidated Statements and Other Financial Information103–165
   – Legal Proceedings145–147
   – Dividends187
B – Significant ChangesNone

Item 9

The Offer and Listing

A – Offer and Listing Details188–189
B – Plan of Distributionn/a
C – Markets189
D – Selling shareholdersn/a
E – Dilutionn/a
F – Expenses of the Issuen/a

194Smith & Nephew Annual report 2014


Page 
Item 10Additional Information
A – Share capitaln/a
B – Memorandum and Articles of Association192–193
C – Material Contracts115, 156–157
D – Exchange Controls190
E – Taxation190–191
F – Dividends and Paying Agentsn/a
G – Statement by Expertsn/a
H – Documents on Display199
I – Subsidiary Information164–165
Item 11Quantitative and Qualitative Disclosure about Market Risk140–144, 171–173
Item 12Description of Securities Other than Equity Securities
A – Debt securitiesn/a
B – Warrants and rightsn/a
C – Other securitiesn/a
D – American Depository shares185–186
Part II
Item 13Defaults, Dividend Arrearages and DelinquenciesNone
Item 14Material Modifications to the Rights of Security Holders and Use of ProceedsNone
Item 15Controls and Procedures75 – 80, 105
Item 16(Reserved)n/a
Item 16AAudit Committee Financial Expert75
Item 16BCode of Ethics80
Item 16CPrincipal Accountant Fees and Services78–79, 123
Item 16DExemptions from the Listing Standards for Audit Committeesn/a
Item 16EPurchases of Equity Securities by the Issuer and Affiliated Purchasers154, 190
Item 16FChange in Registrant’s Certifying Accountant78
Item 16GCorporate Governance60, 82
Item 16HMine Safety Disclosuren/a
Part III
Item 17Financial Statementsn/a
Item 18Financial Statements103–165
Item 19Exhibits

LOGO

Smith & Nephew Annual report 2014            195


OTHER INFORMATION

Glossary of terms

Unless the context indicates otherwise, the following terms have the meanings shown below:

TermMeaning
ACLThe anterior cruciate ligament (ACL) is one of the four major ligaments in the human knee.
ADRIn the US, the Company’s ordinary shares are traded in the form of ADSs evidenced by American Depository Receipts (‘ADRs’).
ADSIn the US, the Company’s ordinary shares are traded in the form of American Depositary Shares (‘ADSs’).
Advanced Surgical DevicesA product group comprising products for orthopaedic replacement and reconstruction, endoscopy devices and trauma devices. Products for orthopaedic replacement include systems for knees, hips, and shoulders. Endoscopy devices comprise of support products for orthopaedic surgery such as computer assisted surgery and minimally invasive surgery techniques using specialised viewing and access devices, surgical instruments and powered equipment. Orthopaedics trauma devices are used in the treatment of bone fractures including rods, pins, screws, plates and external frames.
Advanced Wound ManagementA product group comprising products associated with the treatment of skin wounds, ranging from products that provide moist wound healing using breathable films and polymers to products providing active wound healing by biochemical or cellular action.
AGMAnnual General Meeting of the Company.
ArthroscopyEndoscopy of the joints is termed ‘arthroscopy’, with the principal applications being the knee and shoulder.
ASDAdvanced Surgical Devices division.
AWMAdvanced Wound Management division.
Basis PointOne hundredth of one percentage point.
Chronic woundsChronic wounds are those with long or unknown healing times including leg ulcers, pressure sores and diabetic foot ulcers.
CompanySmith & Nephew plc or, where appropriate, the Company’s Board of Directors, unless the context otherwise requires.
Companies ActCompanies Act 2006, as amended, of England and Wales.
EBITAEarnings before interest, tax and amortisation.
EBITDAEarnings before interest, tax, depreciation and amortisation.
Emerging marketsEmerging markets include Greater China, India, Brazil and Russia.
EPSAEPSA is a trend measure, which presents the long-term profitability of the Group excluding the post-tax impact of specific transactions that management considers affects the Group’s short-term profitability. The Group presents this measure to assist investors in their understanding of trends. Adjusted attributable profit is the numerator used for this measure and is determined by adjusting attributable profit for the items that are excluded from operating profit when arriving at trading profit and items that are recognised below operating profit that affect the Group’s short-term profitability.
EndoscopyThrough a small incision, surgeons are able to see inside the body using a monitor and identify and repair defects.
ERPEnterprise Resource Planning: a software system which integrates internal and external management information, facilitating the flow of information across an organisation.
Established MarketsEstablished Markets include United States of America, Europe, Australia, New Zealand, Canada and Japan.
Euro or €References to the common currency used in the majority of the countries of the European Union.
External fixationThe use of wires or pins transfixed through bone to hold a frame to the position of a fracture.
FDAUS Food and Drug Administration.
Financial statementsRefers to the consolidated Group Accounts of Smith & Nephew plc.
FTSE 100Index of the largest 100 listed companies on the London Stock Exchange by market capitalisation.
GMPGood manufacturing practice or ‘GMP’ is the guidance that outlines the aspects of production and testing that can impact the quality of a product.
Group or Smith & NephewUsed for convenience to refer to the Company and its consolidated subsidiaries, unless the context otherwise requires.
Health economicsA branch of economics concerned with issues related to efficiency, effectiveness, value and behaviour in the production and consumption of health and healthcare.

196Smith & Nephew Annual report 2014


TermMeaning
IFRICInternational Financial Reporting Interpretations as adopted by the EU and as issued by the International Accounting Standards Board.
IFRSInternational Financial Reporting Standards as adopted by the EU and as issued by the International Accounting Standards Board.
International marketsInternational Markets include Middle East, North Africa, Southern Africa, Latin America, ASEAN, South Korea and Eastern Europe.
LSELondon Stock Exchange.
Metal-on-metal hip resurfacingA less invasive surgical approach to treating arthritis in certain patients whereby only the surfaces of the hip joint are replaced leaving the hip head substantially preserved.
Negative Pressure Wound TherapyA technology used to treat chronic wounds such as diabetic ulcers, pressure sores and post-operative wounds through the application of sub-atmospheric pressure to an open wound.
NYSENew York Stock Exchange.
Orthobiologics productsAny product that is primarily intended to act as a scaffold and/or actively stimulates bone growth.
Orthopaedic productsOrthopaedic reconstruction products include joint replacement systems for knees, hips and shoulders and support products such as computer-assisted surgery and minimally invasive surgery techniques. Orthopaedic trauma devices are used in the treatment of bone fractures including rods, pins, screws, plates and external frames. Clinical therapies products include joint fluid therapy for pain reduction of the knee and an ultrasound treatment to accelerate the healing of bone fractures.
OXINIUMOXINIUM material is an advanced load bearing technology. It is created through a proprietary manufacturing process that enables zirconium to absorb oxygen and transform to a ceramic on the surface, resulting in a material that incorporates the features of ceramic and metal. Management believes that OXINIUM material used in the production of components of knee and hip implants exhibits unique performance characteristics due to its hardness, low-friction and resistance to roughening and abrasion.
Parent CompanySmith & Nephew plc.
Pound Sterling, Sterling, £, pence or pReferences to UK currency. 1p is equivalent to one hundredth of £1.
RepairA product group within ASD comprising specialised devices, fixation systems and bio-absorbable materials to repair joints and associated tissue.
ResectionProducts that cut or ablate tissue within ASD comprising mechanical blades, radio frequency wands, electromechanical and hand instruments for resecting tissue.
SECUS Securities and Exchange Commission
Trading resultsTrading profit, trading profit margin and trading cash flow are trend measures, which present the long-term profitability of the Group excluding the impact of specific transactions that management considers affect the Group’s short-term profitability and cash flows. The Group has identified the following items, where material, as those to be excluded from operating profit and cash generated from operations when arriving at trading profit and trading cash flow, respectively: acquisition and disposal related items arising in connection with business combinations, including amortisation of acquisition intangible assets, impairments and integration costs; restructuring events; gains and losses resulting from legal disputes and significant uninsured losses. In addition to these items, gains or losses that materially impact the Group’s profitability or cash flows on a short-term or one-off basis are excluded from operating profit and cash generated from operations when arriving at trading profit and trading cash flow, respectively
UKUnited Kingdom of Great Britain and Northern Ireland.
UK GAAPAccounting principles generally accepted in the United Kingdom.
Underlying growthGrowth after adjusting for the effects of currency translation and the inclusion of the comparative impact of acquisitions and exclusion of disposals.
USUnited States of America.
US Dollars, US $ or centsReferences to US currency. 1 cent is equivalent to one hundredth of US$1.
US GAAPAccounting principles generally accepted in the United States of America.
VisualisationProducts within ASD comprising digital cameras, light sources, monitors, scopes, image capture, central control and multimedia broadcasting systems for use in endoscopic surgery with visualisation.
Wound bedAn area of healthy dermal and epidermal tissue of a wound.

LOGO

Smith & Nephew Annual report 2014            197


OTHER INFORMATION

Index

2013 Financial highlights180 
2014 Financial highlights
Accounting Policies117 
Accounts Presentation199 
Acquisitions156 
Acquisition related costs123 
Advanced Surgical Devices – Business segment review26 

Advanced Wound Management –

Business segment review

30 
American Depository Shares185 
Articles of Association192 
Audit fees123 
Board54 
Business overview12 
Business segment information26 
Cash and borrowings136 
Chairman’s statement
Chief Executive Officer’s review
Company Balance Sheet166 
Company Notes to the Accounts167 
Contingencies146 
Contractual obligations179 
Corporate Governance Statement62 
Critical accounting policies104 
Cross Reference to Form 20-F194 
Currency fluctuations172 
Currency translation117 
Deferred taxation126 
Directors’ Remuneration Report81 
Directors’ responsibilities for the accounts103 
Directors’ responsibility statement103 
Dividends154, 187 
Earnings per share127 
Employees/People25, 121 
Employees’ Share Trust154 
Ethics and compliance22 
Executive officers58 
Factors affecting results of operations173 
Financial instruments140 
Financial position, liquidity and capital resources115 
Glossary of terms196 
Goodwill130 
Group Balance Sheet112 
Group Cash Flow Statement114 
Group history170, 200 
Group Income Statement110 
Group Notes to the Accounts117 
Group overview12 
Group Statement of Changes in Equity116 
Group Statement of Comprehensive Income110 
Independent Auditor’s Reports105 
Information for shareholders184 
Intangible assets131 
Intellectual property22 
Interest124 
Inventories134 
Investments133 
Investment in associates133 
Key Performance Indicators14 
Leases140, 158 
Legal and other123 
Legal proceedings146 
Manufacturing23 
Marketplace18 
Medical education24 
New accounting standards117 
Off-Balance Sheet arrangements170 
Operating profit122 
Other finance (costs)/income124 
Outlook and trend information17, 18 
Parent Company accounts166 
Payables136 
People/Employees25 
Principal subsidiary undertakings164 
Provisions145 
Property, plant and equipment128 
Receivables135 
Regulation18, 22, 29, 33 
Related party transactions163 
Research and development21 
Restructuring and rationalisation expenses123 
Retirement benefit obligation147 
Risk factors171 
Risk management36, 79 
Sales and marketing24 
Selected financial data174 
Share based payments159 
Share capital189 
Shareholder return91 
Strategy13 
Sustainability40 
Taxation124 
Taxation information for shareholders190 
Treasury shares154 

198Smith & Nephew Annual report 2014


About Smith & Nephew

The Smith & Nephew Group (the ‘Group’) is a global medical devices business operating2001 US Share Plan

Registration Statement on Form S-8 No. 333-13694 filed on July 9, 2001 (File No. 1-14978)

(xxi)

The Smith & Nephew Sharesave Plan (2002)

Form 20-F for the year ended December 31, 2002 filed on April 25, 2003 (File No. 1-14978)

(xxii)

The Smith & Nephew International Sharesave Plan (2002)

Form 20-F for the year ended December 31, 2004 filed on March 16, 2005 (File No. 1-14978)

(xxiii)

The Smith & Nephew Italian Sharesave Plan (2002)

Form 20-F for the year ended December 31, 2002 filed on April 25, 2003 (File No. 1-14978)

(xxiv)

The Smith & Nephew Dutch Sharesave Plan (2002)

Form 20-F for the year ended December 31, 2002 filed in April 25, 2003 (File No. 1-14978)

(xxv)

The Smith & Nephew Belgian Sharesave Plan (2002)

Form 20-F for the marketsyear ended December 31, 2002 filed on April 25, 2003 (File No. 1-14978)

(xxvi)

The Smith & Nephew French Sharesave Plan (2002)

Form 20-F for advanced surgical devices comprising orthopaedic reconstruction, trauma and sports medicine and advanced wound management, with revenuethe year ended December 31, 2002 filed on April 25, 2003 (File No. 1-14978)

(xxvii)

Smith & Nephew Irish Employee Share Option Scheme

Form 20-F for the year ended December 31, 2003 filed on March 26, 2004 (File No. 1-14978)

(xxviii)

Smith & Nephew 2004 Executive Share Option Scheme

Registration statement on Form S-8 No. 333-122801 filed on February 14, 2005 (File No. 1-14978)

(xxix)

Smith & Nephew 2004 Performance Share Plan

Registration statement on Form S-8 No. 333-122801 filed on February 14, 2005 (File No. 1-14978)

(xxx)

Smith & Nephew 2004 Co-investment Plan

Registration statement on Form S-8 No. 333-122801 filed on February 14, 2005 (File No. 1-14978)

(xxxi)

Smith & Nephew U.S. Employee Stock Purchase Plan

Registration statement on Form S-8 No. 333-12052 filed on May 30, 2000 (File No. 1-14978)

(xxxii)

Smith & Nephew Long Service Award Scheme

Registration Statement on Form S-8 No. 33-39814 filed on April 5, 1991 (File No. 1-14978)

(xxxiii)

Smith & Nephew 2004 Performance Share Plan

Registration statement on Form S-8 No. 333-155172 filed on November 7, 2008 (File No. 1-14978)


SMITH & NEPHEW ANNUAL REPORT 2017

 EXHIBITS     205

Exhibit No.

Description of approximately $4.6 billion in 2014. Document

Incorporated Herein by Reference To

Filed
Herewith

4

c (xxxiv)

Smith & Nephew 2001 US Share Plan

Registration statement on Form S-8 No. 333-155173 filed on November 7, 2008 (File No. 1-14978)

(xxxv)

Smith & Nephew plc (the ‘Company’) is the parent company of the Group. It is an English public limited company with its shares listedDeferred Bonus Plan

Registration statement on the premium list of the UK Listing Authority and tradedForm S-8 No. 333-158239 filed on the London Stock Exchange. Shares are also traded on the New York Stock Exchange in the form of American Depositary Shares (‘ADSs’).March 27, 2009 (File No. 1-14978)

This is the Annual Report of

(xxxvi)

Smith & Nephew plc Global Share Plan 2010

Form 20-F for the year ended December 31, December 2014. It comprises, in a single document, the Annual Report and Accounts of the Company in accordance with UK requirements and the Annual Report2016 filed on March 6, 2017 (File No.1-14978)

(xxxvii)

Smith & Nephew ShareSave Plan (2012)

Form 20-F in accordance withfor the regulationsyear ended December 31, 2012 filed on February 28, 2013 (File No.1-14978)

(xxxviii)

Smith & Nephew International ShareSave Plan (2012)

Form 20-F for the year ended December 31, 2012 filed on February 28, 2013 (File No.1-14978)

(xxxix)

Service Agreement of Graham Baker

Form 20-F for the United States Securitiesyear ended December 31, 2016 filed on March 6, 2017 (File No.1-14978)

(xl)

Letter of Appointment of Robin Freestone as Audit Committee Chairman

Form 20-F for the year ended December 31, 2016 filed on March 6, 2017 (File No.1-14978)

(xli)

Letter of Appointment of Ian Barlow as Senior Independent Director

Form 20-F for the year ended December 31, 2016 filed on March 6, 2017 (File No.1-14978)

(xlii)

Letter of Re-Appointment of Roberto Quarta

Form 20-F for the year ended December 31, 2016 filed on March 6, 2017 (File No.1-14978)

(xliii)

Letter of Appointment of Marc Owen

X

(xliv)

Letter of Appointment of Angie Risley

X

(xlv)

Letter of Appointment of Roland Diggelmann

X

(xlvi)

Letter of Re-Appointment of Vinita Bali

X

(xlvii)

Letter of Re-Appointment of The Rt. Hon Baroness Virginia Bottomley

X

(xlviii)

Letter of Re-Appointment of Erik Engstrom

X


206EXHIBITS

SMITH & NEPHEW ANNUAL REPORT 2017

Exhibit No.

Description of Document

Incorporated Herein by Reference To

Filed
Herewith

8

Principal Subsidiaries

X

12

(a)

Certification of Olivier Bohuon, filed pursuant to Exchange Act Rule 13a -14(a)

X

(b)

Certification of Graham Baker filed pursuant to Exchange Act Rule 13a -14(a)

X

13

(a)

Certification of Olivier Bohuon and Graham Baker furnished pursuant to Exchange Commission (‘SEC’).Act Rule 13a – 14(b)

X

15.1

Consent of KPMG LLP, Independent Registered Public Accounting Firm

X

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document


SMITH & NEPHEW ANNUAL REPORT 2017

 SIGNATURE     207

SIGNATURE

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Smith & Nephew operates on a worldwide basis and has distribution channels in over 100 countries. In the more established countries by revenue, the Group’s business operations are organised by divisions. In the majority of the remaining markets, operations are managed by country managers who are responsible for sales and distribution of the Group’s entire product range. These comprise the Emerging Markets & International Markets.plc

Smith & Nephew’s corporate website, www.smith-nephew.com, gives additional information on the Group, including an electronic version of this Annual Report. Information made available on this website, or other websites mentioned in this Annual Report, are not and should not be regarded as being part of, or incorporated into, this Annual Report.

For the convenience of the reader, a Glossary of technical and financial terms used in this document is included on pages 196 to 197. The product names referred to in this document are identified by use of capital letters and theà symbol (on first occurence) and are trademarks owned by or licensed to members of the Group.

Presentation

The Group’s fiscal year end is 31 December. References to a particular year in this Annual Report are to the fiscal year, unless otherwise indicated. Except as the context otherwise requires, ‘Ordinary Share’ or ‘share’ refer to the ordinary shares of Smith & Nephew plc of 20 US cents each.

The Group Accounts of Smith & Nephew in this Annual Report are presented in US Dollars. Solely for the convenience of the reader, certain parts of this Annual Report contain translations of amounts in US Dollars into Sterling at specified rates. These translations should not be construed as representations that the US Dollar amounts actually represent such Sterling amounts or could be converted into Sterling at the rate indicated.

Unless stated otherwise, the translation of US Dollars and cents to Sterling and pence in this Annual Report has been made at the Bank of England exchange rate on the date indicated. On 23 February 2015, the Bank of England rate was US$1.5449 per £1.

The results of the Group, as reported in US Dollars, are affected by movements in exchange rates between US Dollars and other currencies. The Group applied the average exchange rates prevailing during the year to translate the results of companies with functional currency other than US Dollars. The currencies which most influenced these translations in the years covered by this report were Sterling, Swiss Franc and the Euro.

The Accounts of the Group in this Annual Report are presented in millions (‘m’) unless otherwise indicated.

Special note regarding forward-looking statements

The Group’s reports filed with, or furnished to, the US Securities and Exchange Commission (‘SEC’), including this document and written information released, or oral statements made, to the public in the future by or on behalf of the Group, contain ‘forward-looking statements’ within the meaning of the US Private Securities Litigation Reform Act of 1995, that may or may not prove accurate. For example, statements regarding expected revenue growth and trading profit margins discussed under ‘Outlook’, ‘Global Outlook’ and ‘Strategic performance’, market trends and our product pipeline are forward-looking statements. Phrases such as ‘aim’, ‘plan’, ‘intend’, ‘anticipate’, ‘well-placed’, ‘believe’, ‘estimate’, ‘expect’, ‘target’, ‘consider’ and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, to differ materially from what is expressed or implied by the statements.

For Smith & Nephew, these factors include: economic and financial conditions in the markets we serve, especially those affecting health care providers, payers and customers; price levels for established and innovative medical devices; developments in medical technology; regulatory approvals, reimbursement decisions or other government actions; product defects or recalls; litigation relating to patent or other claims; legal compliance risks and related investigative, remedial or enforcement actions; strategic actions, including acquisitions and dispositions and our success in performing due diligence, valuing and integrating acquired businesses; disruption that may result from transactions or other changes we make in our business plans or organisation to adapt to market developments and numerous other matters that affect us or our markets, including those of a political, economic, business, competitive or reputational nature; relationships with healthcare professionals; reliance on information technology. Specific risks faced by the Group are described under ‘Risk factors’ on pages 171 to 173 of this Annual Report. Any forward-looking statement is based on information available to Smith & Nephew as of the date of the statement. All written or oral forward-looking statements attributable to Smith & Nephew are qualified by this caution. Smith & Nephew does not undertake any obligation to update or revise any forward-looking statement to reflect any change in circumstances or in Smith & Nephew’s expectations.

Division data

Division data and division share estimates throughout this report are derived from a variety of sources including publicly available competitors’ information, internal management information and independent market research reports.

Documents on display

It is possible to read and copy documents referred to in this Annual Report at the Registered Office of the Company. Documents referred to in this Annual Report that have been filed with the Securities and Exchange Commission in the US may be read and copied at the SEC ’s public reference room located at 450 Fifth Street, NW, Washington DC 20549. Please call the SEC at 1-800-SEC -0330 for further information on the public reference rooms and their copy charges. The SEC also maintains a web site at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC. This Annual Report and some of the other information submitted by the Group to the SEC may be accessed through the SEC website.

 

(Registrant)

 

 

By:

/s/ Susan Swabey

 

LOGOSusan Swabey

Smith & Nephew Annual report 2014            199

 


LOGO


LOGO


Smith & Nephew plc

15 Adam Street

London WC2N 6LA

United Kingdom

T +44 (0) 20 7401 7646

F +44 (0) 20 7960 2356

www.smith-nephew.com


SIGNATURE

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Smith & Nephew plc

(Registrant)Company Secretary

By: /s/ Susan Swabey

Susan Swabey

Company Secretary

London, England

March 5, 2015


EXHIBIT INDEX

London, England
March 5, 2018

 

Exhibit No.Description of DocumentIncorporated Herein by Reference ToFiled
Herewith

1

Articles of AssociationForm 20-F for the year ended December 31, 2011 filed on March 1, 2012 (File No. 1-14978)

2

Smith & Nephew plc is not party to any single instrument relating to long-term debt pursuant to which a total amount of securities exceeding 10% of Smith & Nephew plc’s total assets (on a consolidated basis) is authorized to be issued. Smith & Nephew plc hereby agrees to furnish to the SEC, upon its request, a copy of any instrument defining the rights of holders of its long-term debt or the rights of holders of the long-term debt of any of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed with the SEC.

4

(a) (i)

Material contract: Agreement and Appendices dated 3 February 2014 by and among Smith & Nephew plc, Barclays Bank Plc, The Financial Institutions in Schedule 1, Barclays Bank Plc and J.P. Morgan Chase Bank, N.A. and J.P. Morgan Europe Limited.Form 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(ii)

Material contract: Agreement and Plan Merger dated 2 February 2014 by and among Arthrocare Corporation Smith & Nephew, Inc. and Smith & Nephew plc.Form 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(iii)

Material contract: Agreement and Appendices dated 24 March 2014 by and among Smith & Nephew plc, Barclays Bank Plc; J.P. Morgan Limited; Bank Of America Merrill Lynch International Limited; Bank Of China Limited, London Branch; The Bank Of Tokyo-Mitsubishi Ufj, Ltd.; HSBC Bank Plc; Mizuho Bank, Ltd.; National Australia Bank Limited; The Royal Bank Of Scotland Plc; Societe Generale; Sumitomo Mitsui Banking Corporation; Wells Fargo Bank International and Deutsche Bank Ag, London BranchX

(iv)

Material contract: Agreement and Appendices dated 19 November 2014 by and among Smith & Nephew plc and the purchasers listed in Schedule A.X

4

(c) (i)

Service Agreement of Olivier BohuonForm 20-F for the year ended December 31, 2010 filed on March 3, 2011 (File No. 1-14978)

(ii)

Retirement provisions for David J IllingworthForm 20-F for the year ended December 31, 2010 filed on March 3, 2011 (File No. 1-14978)

(iii)

Service Agreement of Julie BrownForm 20-F for the year ended December 31, 2012 filed on February 28, 2013 (File No. 1-14978)

(iv)

Side Letter to the Service Agreement of Julie BrownForm 20-F for the year ended December 31, 2012 filed on February 28, 2013 (File No. 1-14978)

(v)

Letter of Appointment of Ian BarlowForm 20-F for the year ended December 31, 2009 filed on March 26, 2010 (File No. 1-14978)

(vi)

Letter of Appointment of The Rt. Hon Baroness Virginia BottomleyForm 20-F for the year ended December 31, 2012 filed on February 28, 2013 (File No.1-14978)

(vii)

Letter of Appointment of Michael FriedmanForm 20-F for the year ended December 31, 2012 filed on February 28, 2013 (File No.1-14978)


Exhibit No.Description of DocumentIncorporated Herein by Reference ToFiled
Herewith

4

(c) (viii)

Letter of Appointment of Ajay PiramalForm 20-F for the year ended December 31, 2011 filed on March 1, 2012 (File No. 1-14978)

(ix)

Letter of Re-Appointment of Rolf StombergForm 20-F for the year ended December 31, 2012 filed on February 28, 2013 (File No.1-14978)

(x)

Letter of Re-Appointment of Richard De SchutterForm 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(xi)

Letter of Re-Appointment of Pamela KirbyForm 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(xii)

Letter of Re-Appointment of Brian LarcombeForm 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(xiii)

Letter of Re-Appointment of Joseph PapaForm 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(xiv)

Letter of Appointment of Roberto QuartaForm 20-F for the year ended December 31, 2013 filed on March 6, 2014 (File No.1-14978)

(xv)

Letter of Appointment of Vinita BaliX

(xvi)

Letter of Appointment of Erik EngstromX

(xvii)

Letter of Re-Appointment of Brian LarcombeX

(xviii)

Letter of Re-Appointment of The Rt. Hon Baroness Virginia Bottomley DLX

(xix)

The Smith & Nephew 2001 UK Approved Share Option PlanForm 20-F for the year ended December 31, 2004 filed on March 16, 2005 (File No. 1-14978)

(xx)

The Smith & Nephew 2001 UK Unapproved Share Option PlanForm 20-F for the year ended December 31, 2004 filed on March 16, 2005 (File No. 1-14978)

(xxi)

The Smith & Nephew 2001 US Share PlanRegistration Statement on Form S-8 No. 333-13694 filed on July 9, 2001 (File No. 1-14978)

(xxii)

The Smith & Nephew Sharesave Plan (2002)Form 20-F for the year ended December 31, 2002 filed on April 25, 2003 (File No. 1-14978)

(xxiii)

The Smith & Nephew International Sharesave Plan (2002)Form 20-F for the year ended December 31, 2004 filed on March 16, 2005 (File No. 1-14978)

(xxiv)

The Smith & Nephew Italian Sharesave Plan (2002)Form 20-F for the year ended December 31, 2002 filed on April 25, 2003 (File No. 1-14978)

(xxv)

The Smith & Nephew Dutch Sharesave Plan (2002)Form 20-F for the year ended December 31, 2002 filed in April 25, 2003 (File No. 1-14978)

(xxvi)

The Smith & Nephew Belgian Sharesave Plan (2002)Form 20-F for the year ended December 31, 2002 filed on April 25, 2003 (File No. 1-14978)

(xxvii)

The Smith & Nephew French Sharesave Plan (2002)Form 20-F for the year ended December 31, 2002 filed on April 25, 2003 (File No. 1-14978)

(xxviii)

Smith & Nephew Irish Employee Share Option SchemeForm 20-F for the year ended December 31, 2003 filed on March 26, 2004 (File No. 1-14978)

(xxix)

Smith & Nephew 2004 Executive Share Option SchemeRegistration statement on Form S-8 No. 333-122801 filed on February 14, 2005 (File No. 1-14978)

(xxx)

Smith & Nephew 2004 Performance Share PlanRegistration statement on Form S-8 No. 333-122801 filed on February 14, 2005 (File No. 1-14978)

(xxxi)

Smith & Nephew 2004 Co-investment PlanRegistration statement on Form S-8 No. 333-122801 filed on February 14, 2005 (File No. 1-14978)


Exhibit No.Description of DocumentIncorporated Herein by Reference ToFiled
Herewith

4

(c) (xxxii)

Smith & Nephew U.S. Employee Stock Purchase PlanRegistration statement on Form S-8 No. 333-12052 filed on May 30, 2000 (File No. 1-14978)

(xxxiii)

Smith & Nephew Long Service Award SchemeRegistration Statement on Form S-8 No. 33-39814 filed on April 5, 1991 (File No. 1-14978)

(xxxiv)

Smith & Nephew 2004 Performance Share PlanRegistration statement on Form S-8No. 333-155172 filed on November 7, 2008(File No. 1-14978)

(xxxv)

Smith & Nephew 2001 US Share PlanRegistration statement on Form S-8No. 333-155173 filed on November 7, 2008(File No. 1-14978)

(xxxvi)

Smith & Nephew plc Deferred Bonus PlanRegistration statement on Form S-8No. 333-158239 filed on March 27, 2009(File No. 1-14978)

(xxxvii)

Smith & Nephew plc Global Share Plan 2010Registration statement on Form S-8No. 333-168544 filed on August 5, 2010(File No. 1-14978)

(xxxviii)

Smith & Nephew ShareSave Plan (2012)Form 20-F for the year ended December 31, 2012 filed on February 28, 2013 (File No. 1-14978)

(xxxix)

Smith & Nephew International ShareSave Plan (2012)Form 20-F for the year ended December 31, 2012 filed on February 28, 2013 (File No. 1-14978)

8

Principal SubsidiariesX

12

(a)

Certification of Olivier Bohuon, filed pursuant to Exchange Act Rule 13a -14(a)X

(b)

Certification of Julie Brown filed pursuant to Exchange Act Rule 13a -14(a)X

13

(a)

Certification of Olivier Bohuon and Julie Brown furnished pursuant to Exchange Act Rule 13a –  14(b)X

15.1

Consent of Independent Registered Public Accounting FirmX