BUPA pays out £2m - to the boss

FEW things say you've 'made it' more than an address on the exclusive, gated St George's Hill in Surrey. So when Val Gooding, the boss of private healthcare group Bupa, moved into one of its mansions - hyped as being 'a barometer of wealth for the seriously rich' - it served to underline her position as one of the country's most powerful and highly paid women executives.

The group's latest annual report, published last week, shows just how powerful and well-rewarded the 53-year-old mother of two has become - as if being included on the 180-strong guest list for the Queen's 'Women of Excellence' luncheon party at Buckingham Palace in March was not proof enough.

In a record-breaking pay deal for the not-for-profit sector, Gooding pocketed a total of £2 million last year, 10% up on the year before. That included a £702,285 pension contribution and bonuses worth a jaw-dropping £750,000. And it puts her streets ahead of bosses at comparable companies such as Nationwide and Standard Life, both of which have become engulfed in furious rows about boardroom greed.

So how has Gooding - a tall, elegant executive whose early career included a stint in the British Airways personnel department as well as the tough, highprofile job in charge of cabin crew - escaped the opprobrium now being heaped on others?

'She's always been a good politician,' said a former colleague. 'She's a good manager and she's always been highly respected by people around her. And Val's always been loyal to her people.'

It helps, of course, to be running a business like Bupa that is widely regarded as successful. The company made profits of £134.5 million last year on a turnover of £3.4 billion.

With hundreds of millions locked up in its properties and subsidiaries operating in Europe, the Middle East and further afield, it dominates the medical insurance sector, is the leading player in nursing homes and is the number three operator of private hospitals. If Bupa were quoted on the Stock Market it would leap straight into the FTSE 100.

It also helps that the directors of Bupa appear to be only narrowly accountable - there are no troublesome shareholders to worry about and any unhappy policyholders cannot vote or attend annual meetings. If they don't like Gooding's pay or bonuses, then there is nothing they can do about it.

The company, a provident association, is managed by six non-executive and two executive directors who report to 100 'association members', all of whom are selected by the non-execs.

And though Bupa is supposed to exist for the benefit of its customers, in practice its three million UK policyholders - whose premiums have exploded by 50% in the past five years and are ballooning almost as fast as Gooding's pay - have no say on business strategy or boardroom remuneration.

'Bupa is a law unto itself,' said a former company insider. 'Given that it is policyholders' money that has been used to expand the business into all these new areas, what say have they ever had over business decisions?'

He added that the governors and executive directors were 'like an old boys' club. Look at last year - they made a substantial operating profit of £50 million, but where will that money go and what say will policyholders have about it?'

Though friends describe Gooding as 'a good listener', her policyholders are not among those she chooses to hear. And she is clearly a woman who is used to doing things how she wants.

According to one person who worked with her: 'She has an ability to listen, nod sagely, then ten minutes later come back and present the ideas as her own, if she likes them. If not, she'll listen, nod sagely, then ignore what was said.'

But Gooding has her work cut out to keep Bupa moving forward, as well as heading off questions about accountability and corporate governance.

Under her control, Bupa is losing market share in its core health insurance business and is increasingly reliant on other parts of the group, such as hospitals and residential care services.

But the woman who will later this month entertain friends and colleagues to a musical soiree at Hampton Court Palace - previous guests have included Peter Owen, her opposite number at rival PPP - still finds time to sit on the board of food group Compass, receiving £43,000, and BAA where she is paid £37,000. But Gooding's finance director, Ray King, is robust in her defence.

'We believe the structure we have is appropriate to our business in healthcare,' he said. 'We have a remuneration committee made up of non-executives who take independent advice. When we recruit we are fishing in the same pool for executives as FTSE 100 companies.

'In total, because she does not qualify for share options which executives at plcs might receive, Val is paid considerably less than the market rate.'

For any of her three million policyholders who disagree, there is an option. Pick up your policy and walk.