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Anexo Group Plc Annual Report 2022 The specialist integrated credit hire and legal services provider Anexo is a specialist integrated credit hire and legal services group. At a glance: Investment case Executive Chairman’s Statement Our strategy Financial statements Risk management Overview The Anexo Group Operational and Financial Highlights Financial and Operational KPIs At a glance Investment case Strategic Report Executive Chairman’s Statement Market overview Our strategy Our business model Financial Review Risk management Risk and Regulation Committee Report Streamlined Energy and Carbon Reporting Governance Board of Directors Directors’ Report Chairman’s Statement on Corporate Governance Audit Committee Report Remuneration Committee Report Statement of Directors’ Responsibilities Financial Statements Independent auditor’s report Consolidated Statement of Total Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Company Statement of Financial Position Company Statement of Changes in Equity Notes to the Company Financial Statements Other Information Company Information We provide replacement vehicles and associated legal services to impecunious customers who have been involved in a non-fault accident. These individuals typically do not have the financial means or access to a replacement vehicle. This allows the Group to charge credit hire rather than spot hire rates, recovering these charges from the at-fault insurer at no upfront cost to the individual alongside legal fees for the Group. 2022 was a year of consolidation for the Group’s core business following the disruption and uncertainty caused by the Covid-19 pandemic. Despite this, healthy general demand and a positive contribution from MCE in the early part of the year has ensured that the average number of vehicles on the road during 2022 actually rose marginally from 1834 to 1892. This underlines the robust health of the core credit hire business and the continued demand for non-fault claims. The Group continues to place more emphasis on motorcycle claims, which tend to have a lower take-on cost than cars and therefore constitute a more efficient use of working capital. Bond Turner has continued to invest in good quality staff and related infrastructure and this is reflected in the overall rise in cash collections. We highlighted in 2021 that Bond Turner’s performance was impacted by the lack of judicial time available following prolonged periods of closure of the courts. The backlog of cases and associated delays in the hearing of new ones continued to impact on the settlement of credit hire claims. This has been mitigated by our investment in the Housing Disrepair team, which has led to a significant increase in the number of cases taken on and settlement revenue. The average settlement period for a Housing Disrepair claim is significantly less than for a credit hire claim and the working capital cycle is reduced accordingly. The Group continued its focus on the prudent management of fleet levels within our credit hire division, EDGE, and the level of cash collections within our legal services division, Bond Turner. We have also continued to expand our involvement in Housing Disrepair claims following the announcement of this new area of expertise in December 2021; and work has continued on the emissions claims originally announced in April 2020. The Group ended 2021 with record numbers of vehicles on the road, driven both by an increase in activity following the general lifting of Covid-19 restrictions and also investment in both fleet and infrastructure in response to the major contract with MCE Insurance announced in November 2021. Vehicle numbers at the end of 2021 stood at 2366. As a consequence of the insolvency of MCE’s underwriter, Green Realisations 123 Limited, the anticipated activity levels deriving from the MCE contract were not sustained and the Group undertook a series of measures to reduce the size of the fleet and associated infrastructure costs to reflect a revised level of forecast activity. Staff numbers within Bond Turner continued to grow, driving improvements in performance and cash collections. Staff numbers in the legal services division reached a total of 678 in 2022, a 6.9% rise from 2021 and one which reflects the growth of the Housing Disrepair team. Overall cash collections rose 22.8% to £146.1 million (2021: £119.0 million). This ongoing growth in staff will underpin further growth in cash collections in 2023, helped by the gradual reduction in the courts’ backlog. The Group seeks to develop the Housing Disrepair business further in 2023, while consolidating the Credit Hire division by focusing on fleet management and efficient use of working capital.
The Board believes there are significant opportunities to manage the overall Group so that it generates cash whilst continuing to seize opportunities for growth as they present themselves. We remain optimistic for the future. We have provided certain data and statistics below and on the following pages to give further detail around the trading and operational performance of the Group. The measures presented are those which management believes provide the best reflection of performance. Anexo Group Plc Annual Report 2022 Operational and Financial Highlights Profit margin 21.9% Revenue 17.0% Basic EPS 16.6p Dividend 1.5p Net assets £146.3m Note: The basis of preparation of the consolidated financial statements for the current and previous year is set out in the Financial Review on page 20. Revenue increased by 17.0% to £138.3 million (2021: £118.2 million) Operating profit reported at £30.4 million (2021: £27.4 million) – an increase of 10.9% in line with updated market expectations Adjusted operating profit before exceptional items increasing in line with revised market expectations, by 9.0% to £30.2 million (2021: £27.7 million) Adjusted operating profit margin reduced to 21.9% (2021: 23.5%) Profit before tax of £24.1 million (2021: £23.7 million) – an increase of 1.7% Adjusted profit before tax and exceptional items reported at £23.9 million, (2021: £24.1 million) – a reduction of 0.8% after significant investment in both principal divisions including the continued investment in staff (£5.8 million) and associated IT and infrastructure costs associated with the headcount increase (investment in 2021: £7.0 million) Adjusted basic EPS at 16.5 pence (2021: 16.8 pence) Proposed final dividend of 1.5p per share giving a total dividend for the year of 1.5p per share (2021: 1.5p) Equity attributable to the owners of the Company reported at £146.3 million (2021: £128.2 million) representing an increase of 14.1% A reduction in net cash used in operating activities reporting a net cash outflow of £3.1 million in 2022 (2021: net cash outflow: £7.3 million) Net debt balance at 31 December 2022 was £73.1 million (31 December 2021: £62.0 million) During 2022 we saw the continued improvement in a number of key performance measures. Financial performance has been strong, despite continued delays in the court system. Opportunities within the Credit Hire division remain strong, following the introduction of the Civil Liabilities Act 2021, but the Group has been careful to manage its fleet size prudently, especially in the light of the lower than expected vehicle contributions from the major insurance contract announced in November 2021. Consequently, although the average number of vehicles on hire rose year on year, the fleet numbers at the end of the year declined 26.9% to 1730 (2021: 2366). The number of new cases funded during the year also declined slightly, falling 2.7% to 9986 (2021: 10265). Our ability to fund growth in our core business has been supported by ongoing investment in legal staff. In 2021, the number of senior fee earners grew by 6.8% to reach 253 at the year end. This investment has driven increased cash collections in the year despite the challenges of the reduced operation of the court system. Much of the investment will start to impact during 2023 and beyond, reflecting both the shorter life cycle of a typical housing disrepair claim and the time a new credit hire starter takes to reach settlement maturity. Average vehicles on hire for the year New cases funded Number of hire cases settled Total revenues Adjusted operating profit Gross profit Adjusted operating profit margin Cash collections from settled cases Vehicles on hire at the year-end Anexo Group Plc Annual Report 2022 Anexo is a specialist integrated credit hire and legal services group focused on providing replacement vehicles and associated legal services to impecunious customers who have been involved in a non-fault accident. Credit Hire (EDGE) Our Credit Services division operates under the brands DAMS (cars and commercial vehicles), McAMS (motorcycles) and CAMS (bicycles). We have a network of around 1150 introducer garages across England and Wales which are typically small independent operators. Following a recommendation from one of our garage partners, a customer claim is vetted by our experienced team and, if approved, a replacement vehicle is provided on the same or the following day from one of our four depots strategically located across England. The garage is visited by an independent court-appointed engineer who assesses the damage to the vehicle and either authorises the repair or declares it a write-off.
The client retains the hire vehicle until the repaired vehicle is returned or a cheque for the value of the write-off is received. Returned vehicles are valeted and checked for roadworthiness before being reallocated to a new customer. These individuals typically do not have the financial means or access to a replacement vehicle. This allows the Group to charge credit hire rather than spot hire rates, recovering these charges from the at-fault insurer at no upfront cost to the individual alongside legal fees for the Group. Average vehicles on hire 3 Brands 8 Locations 20000+ Cases in progress 600+ Employees Road Traffic Accident Not at fault motorists Impecunious claimant Direct capture sources Body shops Vehicle workshops Recovery agents Anexo Sales Representatives Legal Services and Claim Management Credit hire CAMS McAMS DAMS Bond Turner is our wholly-owned firm of solicitors. We employ both qualified solicitors and paralegals to facilitate our claim work. In addition to our original office in Liverpool we opened an office in Bolton in December 2018. This has subsequently doubled in size and following this success we opened a third office in Leeds in early 2021. Advocacy In addition to the claims work which forms the majority of our caseload we are also involved in general advocacy, including professional and clinical negligence cases, complex medical claims, defamation and wills and estates disputes. The Group currently comprises four business units under the two main reporting divisions – credit hire, being the trading and balances of Direct Accident Management Limited, and legal services, covering Bond Turner Limited, Professional and Legal Services Limited and IGCA 2013 Limited: Direct Accident Management Limited (trading principally as DAMS, McAMS and CAMS and defined as EDGE) – a specialist credit hire and initial claims management business providing cars, motorcycles and cycles from a fleet of over 2000 vehicles; Bond Turner Limited – a dedicated provider of legal services to customers, principally to recover any losses the client may have suffered alongside the associated hire charges and repair costs. Bond Turner also provides advocacy which is headed by Alan Sellers with the Group utilising external barristers as necessary to support the legal process. Bond Turner also contains a division dedicated to pursuing Housing Disrepair actions against Local Authorities, Housing Associations and private landlords whose tenants live in sub-standard rental accommodation, and a further separate division pursuing class actions against a variety of major car manufacturers for breaches of regulations around engine emission requirements; Professional and Legal Services Limited – a medical legal agency which arranges expert third-party reports to support the customer’s claim from either a credit hire and/or personal injury perspective; and IGCA 2013 Limited – administers after the event insurance policies for independent third-party insurers which have been obtained by customers to ensure that the customer’s risk of any adverse costs associated with the claim are reduced or eliminated. The lifecycle of a claim Once a customer has been introduced to us, we provide an end-to-end service, handling their replacement vehicle hire and subsequent recovery of all costs from the other side. EDGE provides replacement vehicles at commercial credit hire rates. RTA happens to no fault motorist Individual put in touch with EDGE Direct capture sources: Body shops Vehicle workshops Recovery agents Anexo sales representatives Vetting of claim Three validation steps: 1. Establishment of liability 2. Customer statement 3. Witnesses Approximately 50% of claims result in a vehicle being issued. Bond Turner collects cash from the at-fault insurer. Bond Turner contacts the at-fault insurer with credit hire and repairs claim. Most introduced RTA cases also include a personal injury claim. Should the at-fault insurer refuse to settle at an acceptable rate, Bond Turner issues court proceedings. The majority of claims are settled by negotiation. If no settlement is agreed, the case proceeds to court, the cost being recoverable from the third party insurer. PALS supports claims by arranging third party medical and legal reports. Anexo Group Plc Annual Report 2022 Investment case The Board is pleased to confirm that cash collections have continued to grow. Unique Customer Proposition Synergistic Integrated Divisions Established Geographic Presence and Fleet We offer a complete service to our customers from the provision of a replacement vehicle following a non-fault accident, through the process of repair or write-off, to the recovery of the cost of repair or the value of the written-off vehicle. We maintain a close relationship with the customer throughout the process.
By monitoring the repair process and progress of the litigation we are able to manage our fleet requirements in a timely and efficient manner. Anexo provides a complete litigated claims process focused on the recovery of credit hire and repair costs. Much of our business is generated from the significant proportion of the population in England and Wales which is unable to access emergency liquidity in the event of unexpected financial demands. Our direct capture model enables us to deal with our customers directly without recourse to their insurance provider. We maintain five depots which cover the whole of England and Wales. Our Northern and original depot is based in Ormskirk. We have two smaller depots in Solihull and Frome, covering the Midlands and the West Country. Our largest depot is a purpose-built facility in Potters Bar which handles our South, East and London-based customers. In early 2021 we opened a fifth depot in Newcastle-upon-Tyne to service our growing introducer network in the North East of England. Our fleet managers constantly monitor location and demand statistics to ensure that our customers can take delivery of the vehicle they need as quickly as possible. 7922 hire cases settled in 2021 All EDGE cases referred to Bond Turner 5 vehicle depots across England Active Network of Sales People and Introducers Experienced Senior Management Team Robust Financial Backing Our Executive Chairman, Alan Sellers, started the credit hire business in 1995. Several members of our staff who joined at inception continue to use their experience in senior roles within EDGE. The merger with Bond Turner, formerly known as Armstrongs Solicitors, in 1996 gave us access to a pool of experienced litigators. All our Executive Directors have many years’ experience within the consolidated Group and our Non-Executive Directors bring with them a wide range of specialised skills which offer tangible benefits to the Board. Anexo maintains excellent relations with its bankers and finance providers. We have established distinct long-term financing arrangements covering EDGE and Bond Turner. Our revenue recognition policies are recognised as extremely conservative and our constant monitoring of the capacity and needs of both the credit hire and legal divisions means that we can apply financial leverage swiftly and effectively when required. Our team of sales people are responsible for defined areas within England and Wales. They initiate and build relationships with our network of approximately 1150 introducer garages, which are typically sole traders or small partnerships unaffiliated. We operate in the Road Traffic Accident credit hire and claims market and differentiate ourselves with our integrated offering. Anexo is established as a provider of an end-to-end litigated claims service to predominantly impecunious non-fault motorists. These customers typically do not have the financial means to cover the costs of a replacement vehicle while their own vehicle is being repaired. Our model allows us to provide a seamless service that alleviates the financial burden on these individuals, ensuring they can continue their daily lives without disruption. With main dealerships or specific car manufacturers, this independence allows us to approach each potential repair opportunity on an equal footing, without restrictions or obligations to large organizations. The large number of introducer garages allows us to minimize risk exposure to any one counterparty. In 2022, we had 1,150 introducer garages in our network and a dedicated mobile sales force, providing coverage across England and Wales. Executive Chairman’s Statement I am pleased to report a year of solid growth by the Group. On behalf of the Board, I am pleased to report a year of solid growth by the Group in the face of ongoing nationwide challenges and delays. These results reflect our continued focus on increasing cash settlements through the expansion of our Legal Services division, while using our working capital to maximum effect to ensure prudent management of our Credit Hire division. This emphasis on balancing growth in cash collections against commitment of capital on new cases has ensured significant increases in cash collections while managing a decrease in the number of vehicles on the road during the course of the year. We have continued to invest in our advocacy practice, particularly through our Housing Disrepair division, and we believe the division will continue its growth to become a significant contributor to future revenues. The Board continues its close monitoring of progress in our core divisions while seeking to take advantage of the significant growth opportunities which are presenting themselves and believes that the Group is well positioned for further strong performance in 2023 and beyond.
Group Performance Anexo Group Plc has shown solid performance during 2022. Trading across all our divisions has been resilient and we have managed the core business prudently. As a result, Group revenues in 2022 increased by 17.0% to £138.3 million, gross profits increased by 15.6% from £91.5 million in 2021 to £105.8 million in 2022. Adjusted operating profit increased by 9.1% to £30.2 million in 2022 at a margin of 21.9%. Adjusted profit before tax was broadly in line year on year, reducing by 0.8% to £23.9 million, reflecting the ongoing investment in staff and marketing costs within Bond Turner. To provide a better guide to underlying business performance, adjusted profit before tax excludes share-based payments charged to profit and loss. During 2022, the Group continued to take advantage of the opportunities offered by the withdrawal of a number of competitors from the market following the introduction of the Civil Liabilities Act, which severely curtails the ability of personal injury solicitors to recover substantial legal costs. This has enabled the Group to attract new high-quality staff and expand its infrastructure to facilitate increased case settlements in the future. As a result, cash collections for the Group increased by 22.8% to £146.1 million in 2022. Credit Hire Division The Group’s Credit Hire division, EDGE, saw prudent management during the year to maximize efficient use of the existing fleet and to manage overall fleet numbers to reflect revised expectations. Vehicle numbers in the first half of the year remained very high, finishing H1 on a total of 1,947. The number of vehicles on the road during the course of the year rose as a consequence by 3.2% to 1,892. Due to the insolvency of Green Realisations 123 Limited and its resulting impact on our major motorcycle insurance contract, the decision was taken to reduce vehicle numbers substantially during the second half of the year. Consequently, the year ended with a total of 1,730 vehicles on the road, a decrease of 26.9% on the previous year. New cases funded fell from 10,265 in 2021 to 9,986 in 2022, whilst the number of hire cases settled increased by 28.0% from 6,187 in 2021 to 7,922 in 2022, supporting the increase in cash collections noted above. Revenues within the Credit Hire division grew by 4.8% to £74.7 million. Legal Services Division Within the Group’s Legal Services division, Bond Turner has continued its focus on cash collections and corresponding investment in staff to drive increased case settlements. This strategy has had a significant positive impact on financial performance. Revenues within the Legal Services division, which strongly correlates to cash, increased by 35.6% to £63.6 million. The continued growth of the Bolton office, which has now been operational for four years, the opening of the Leeds office and the expansion of the core office in Liverpool into new ancillary premises have provided considerable opportunities for recruitment. During the pandemic, and following the implementation of the Civil Liabilities Act 2021, the Group has seen a number of personal injury solicitors withdrawing from the market and embarking on a run-off strategy. Taking advantage of these recruitment opportunities has resulted in staff numbers rising at all levels, with the ability to retrain solicitors in the fields of credit hire and housing disrepair for suitable placement within Bond Turner. At the end of December, staff numbers within Bond Turner stood at 678, a 6.9% increase on the 2021 figure of 634. VW Emissions Case The pursuit of the class action against Volkswagen AG and its subsidiaries has continued during 2022. A judgment announced in the High Court of Justice found that VW had indeed subverted key air pollution tests. VW was subsequently refused permission to appeal that judgment. Time limitations for the case expired in September 2021, meaning that no more claims can be brought against VW. Bond Turner is acting on behalf of a number of individuals who have registered claims against VW and is currently actively engaged on over 12,000 cases. The marketing campaign has been largely conducted via social media channels as well as via the use of internal customer records with all marketing costs being written off as incurred. There is no certainty that a settlement in favor of Bond Turner’s clients will be reached, nor is there any guarantee that such a settlement would include financial compensation.
The Board believes that, in the event of a settlement, the percentage of potential damages and associated costs accruing to Anexo would have a positive impact on the Group’s expectations for profits and cash flow for the relevant accounting period. Dividends The Board is pleased to propose a final dividend of 1.5p per share, which if approved at the Annual General Meeting to be held on 15 June 2023 will be paid on 23 June 2023 to those shareholders on the register at the close of business on 26 May 2023. Corporate Governance Anexo values corporate governance highly and the Board believes that effective corporate governance is integral to the delivery of the Group’s corporate strategy, the generation of shareholder value and the safeguarding of our shareholders’ long-term interests. As Chairman, I am responsible for the leadership of the Board and for ensuring its effectiveness in all aspects of its role. Mercedes Benz Emissions Case Having undertaken our own internal research, which has been subsequently corroborated by counsel, the Group has begun actively sourcing claims against Mercedes Benz, as we have successfully done for VW. In total, the Group invested £4.0 million in 2022 in both staffing and emission claims lead generation fees. Housing Disrepair The Housing Disrepair team has continued its rapid expansion during 2022. During the year we successfully settled approximately 2,000 claims. At the end of the year we had a portfolio of over 3,000 ongoing claims. Some £3.0 million was invested in marketing costs in 2022, all of which was expensed as incurred, and with further investment planned into 2023, the Housing Disrepair team has proven its potential to be a significant contributor to Group earnings. Our Employees and Stakeholders The strong performance of the Group reflects the dedication and quality of the Group’s employees. We rely on the skills, experience and commitment of our team to drive the business forward. Their enthusiasm, innovation and performance remain key assets of the Group and are vital to its future success. A director of a company must act in a way that they consider, in good faith, would most likely promote the success of the company for the benefit of its members as a whole, taking into account the factors listed in section 172 of the Companies Act 2006. Engagement with our shareholders and wider stakeholder groups plays an essential role throughout Anexo’s business. We are aware that each stakeholder group requires a tailored engagement approach in order to foster effective and mutually beneficial relationships. Our understanding of stakeholders is then factored into boardroom discussions, regarding the potential long-term impacts of our strategic decisions on each group, and how we might best address their needs and concerns. In addition, effective engagement with stakeholders at Board level and throughout our business is crucial to fulfilling Anexo’s purpose. While the importance of giving due consideration to our stakeholders is not new, we are taking the opportunity this year to explain in more detail how the Board engages with our stakeholders. We keep in close contact with investors, employees, customers, suppliers and local communities so we are aware of their views. This ensures we can appropriately consider their interests in decision making. We also engage with a number of different regulatory bodies in the course of our operations, such as the Financial Conduct Authority and the Solicitors Regulation Authority. The impact of the continued engagement with suppliers, employees, investors and regulatory bodies has allowed the Board to ensure all viewpoints are taken account of when taking strategic and operational decisions. Principal Risks and Uncertainties The principal risk and uncertainties facing the Group are included within the Risk and Regulation Committee report. Current Trading and Outlook As our financial performance and KPIs have demonstrated, the Group has continued to invest in its people, particularly within the Legal Services division, supporting the growth we have reported in both the number of claims settled and the underlying level of cash receipts for the Group. Since year end, the Board has conducted a Strategic Review and has concluded that the interests of the Group and its shareholders will be best served by concentrating on cash generation. Subsequent Events On 8 March 2023, the High Court handed down a judgment granting a Group Litigation Order. The application sought permission to launch a class action lawsuit against Mercedes Benz for alleged subversion of key air pollution tests.
Following the success of this application, on 14 April 2023 the Board confirmed that the Group intends to pursue litigation against Mercedes and has already secured over 12,000 claims. The Group’s Annual General Meeting will be held on 15 June 2023. Alan Sellers Executive Chairman 9 May 2023 The means to provide themselves with a replacement means of transport when they are deprived of their existing vehicle through the action of another party. These replacement vehicle hires are charged at commercial credit hire rates. Our business model is underpinned by UK case law which has affirmed the legal right of an impecunious claimant to recover credit hire costs. Credit hire and the law. Our business model is based on legal precedents in common law and is validated by a number of Supreme Court decisions. Case law from 1994 to 2015 has specifically established, among other things, that we can charge and seek to recover commercial credit hire rates; that such rates are reasonable and not excessive; and that there is no time limit on the provision of a hire vehicle for the duration of a claim. Judgments upheld include the principle that an impecunious motorist with no choice but to hire a replacement vehicle on a credit hire basis is entitled to the full cost of such a hire; and that claimants are entitled to a like-for-like vehicle. The Competition and Markets Authority carried out a review in 2014 which included the credit hire market. They found that the provision of credit hire vehicles was not detrimental to the consumer. Advocacy. Bond Turner operates a separate in-house advocacy division. The division deals with complex professional and clinical negligence claims, including high value and high-profile cases, some of which have been ongoing for many years. It also handles data protection and defamation actions, as well as large or catastrophic loss cases arising from road traffic accidents and employers’ liability cases. Some of these actions involve potential claims for damages in excess of ten million pounds. Cash collections governance financial statements. Our strategy. The highest medium and long-term value can be delivered to its shareholders through the Company’s growth strategy. The Legal Services division has continued to grow, with investment driving settlement capacity and increased cash collections, while average fleet numbers remained broadly unchanged as the Group concentrated on careful management of working capital. Average vehicle numbers rose 3.2% over the year but the trend remained firmly downwards, with the number of vehicles on the road at year end declining by 26.9%. The Group continues to monitor its fleet size and retains the capacity to respond quickly and deploy additional vehicles according to the Group’s strategic priorities. The Group’s legal services division, Bond Turner, operates in three locations: Liverpool, Bolton and Leeds. The number of senior fee earners grew 6.8% during the course of 2022 and we continue to recruit high quality staff. The number of cases settled increased by 28.0% during 2022, reaching a total of 7,922, as our investment in legal staff continued to bear fruit. This growth in case settlements resulted in a 22.8% increase in cash collections, reaching a new high for the year of £146.1 million. Increasing number of litigators targeting cash collections managing fleet utilization. Strategic outlook. Anexo continued its investment in the legal services business in 2022 and will maintain this policy in 2023. We have a number of opportunities to grow our market share significantly and the Board is confident that the Group strategy will result in increasing claims generation and an expanding market share for both our Credit Hire and Housing Disrepair divisions. Legal staff at year end. Anexo Group Plc Annual Report 2022. Our business model. The Group has created a unique business model by combining a direct capture credit hire business with a wholly owned legal services firm. What we do. We provide replacement vehicles and associated legal assistance to consumers who have been involved in non-fault motor accidents. The Group comprises two synergistic business divisions: Credit Hire and Legal Services. Legal Services. Bond Turner specializes in road traffic accident claims that typically involve an element of credit hire. Bond Turner has been able to achieve improved recovery rates and periods compared to external law firms. This impact has been particularly marked in respect of credit hire recovery. As a result, Bond Turner has been responsible for acting on all new Edge cases since late 2011 and currently processes all claims generated by EDGE. Credit Hire.
The business provides vehicles to individuals who have been involved in a non-fault accident, allowing the recovery of costs from the at-fault insurer at no upfront cost to the customer. Sales activities are focused mainly on the impecunious market, allowing the Group to charge commercial credit hire rates which are typically higher than the spot rate or the rates agreed by the ABI under the GTA. Key areas. Credit hire, housing disrepair, personal injury, other professional disciplines including professional and clinical negligence and commercial litigation. Features. 24/7 roadside recovery and storage, like-for-like replacement vehicle, garage of your choice, delivered within 24 hours. The Group’s business model is underpinned by legal precedent supporting the ability of impecunious customers to recover higher credit hire rates from at-fault insurers. All EDGE cases referred to Bond Turner governance financial statements. Key differentiators. We are different from other businesses in the wider RTA credit hire and claims market. Value creation. We were established to meet a clear market need, and our unique model creates value for all of our key stakeholder groups. Complementary divisions providing end-to-end service, no upfront cost for hire and repair charges, convenient geographic reach, quality and capacity of fleet ensuring like-for-like vehicle replacement, processing of any associated personal injury claim. For customers. Our customers receive swift and efficient service. We provide them with a replacement vehicle in a timely manner, allowing them to return to their normal routine without delay. The customer retains the vehicle throughout the repair and/or litigation process. We also take care of any associated personal injury or equipment claims which may arise as the result of a non-fault accident. For partners. Our introducer garages know that they will receive payment in full and on time, which is especially important for the smaller independent operator. The use of a court-appointed engineer to assess vehicle damage means that the estimate or valuation process is accepted by both sides and the garage is not put at any risk. We have excellent relationships with our fleet providers and are well respected within the legal community. For employees. We offer our employees rewarding careers with multiple opportunities for personal development, including specialist training where required. We value the opportunity to nurture and incentivize talent and consequently our staff retention rates are very high. Our geographic spread of office locations allows our staff to maximize work-life balance. For investors. We have consistently outperformed analyst forecasts, with five earnings upgrades since listing. We operate a progressive dividend policy to provide a regular return to our shareholders. Our management team has proven its ability to deliver on its promises and we maintain excellent relationships within the investment community. Anexo Group Plc Annual Report 2022. Financial review. In 2022 the Group increased revenues across both the Credit Hire and Legal Services divisions. Basis of preparation. As previously reported, Anexo Group Plc was incorporated on 27 March 2018, acquired its subsidiaries on 15 June 2018, and was admitted to AIM on 20 June 2018. Further details are included within the accounting policies. To provide comparability across reporting periods, the results within this Financial Review are presented on an underlying basis, adjusting for the charge recorded for share-based payments in 2021 and the credit arising on vesting of the senior management incentive scheme for share-based payments in 2022. A reconciliation between adjusted and reported results is provided at the end of this Financial Review. This Financial Review forms part of the Strategic Report of the Group. New accounting standards and amendments. As reported, there have been a number of amendments to new UK IFRS accounting standards applicable from 1 January 2022, none of which have resulted in adjustment to the way in which the Group accounts or presents its financial information. Revenue. In 2022 Anexo successfully increased revenues across both its divisions, Credit Hire and Legal Services. Group revenues rose to £138.3 million, a 17.0% increase over the prior year. This growth is particularly pleasing given the fact that the Group continued to face delays in the court system during 2022 as a result of the Covid-19 pandemic. During 2022 EDGE, the Credit Hire division, provided vehicles to 9,986 individuals, maintaining similar activity levels to those of the prior year. Our strategy, as previously reported, remains to concentrate investment within McAMS, the part of the business which supplies motorcycles.
With the number of claims remaining broadly consistent in 2022 with the prior year, the strategy of deploying capital into the most valuable claims to the Group resulted in revenues for the Credit Hire division increasing to £74.7 million in 2022, an increase of 4.8% over 2021. With investment in staff continuing into 2022 following a significant level of recruitment during Covid when other firms made redundancies and furloughed staff, the Legal Services division reported significant revenue growth of 35.6%, with revenues rising from £46.9 million in 2021 to £63.6 million in 2022. Expansion of headcount in Bond Turner across all its three offices has been critical to increasing both revenues and cash settlements within the Group and has provided a crucial platform for growth in both factors. During 2022, the Group continued its recruitment campaign, targeting high-quality experienced staff across all aspects of our business, credit hire, large loss, housing disrepair and class action litigation. By the end of December 2022, we employed 678 staff in Bond Turner, of which 253 were senior fee earners, an increase of 6.8%. The Group has benefitted from continued investment in the Housing Disrepair team during 2022, following the implementation of the Extension of the Homes Act. Revenue increased significantly, rising from £5.1 million in 2021 to £9.3 million in 2022. This revenue is reported within the data noted above for the Legal Services Division. Recruitment is scheduled to continue throughout 2023 across all our three legal services office locations, particularly within the Housing Disrepair team. Gross profits. Gross profits are reported at £105.8 million in 2022, increasing from £91.5 million in 2021. It should be noted that staffing costs within Bond Turner are reported within Administrative Expenses. Consequently, gross profit within Bond Turner is in effect being reported at 100%. Operating costs. Administrative expenses before exceptional items increased year-on-year, reaching £65.0 million in 2022, an increase of £9.9 million. This reflects the continued investment in staffing costs within Bond Turner to drive settlement of cases and cash collections. Staffing costs for Bond Turner increased to £24.5 million, an increase of £4.0 million which, together with significant investment in staff within the Credit Hire division to ensure we maintained our high standards of service to an increasing number of clients, accounted for a total increase of £6.6 million. Following the establishment of our Housing Disrepair team in late 2020, some £3.0 million was invested in marketing costs in 2022, all of which has been expensed as incurred. Profit before tax. Adjusted profit before tax reached £23.9 million in 2022, remaining broadly in line with 2021. This reflects the investment in staff and marketing costs noted above. To provide a better guide to underlying business performance, adjusted profit before tax excludes share-based payments charged to profit and loss. The GAAP measure of the profit before tax was £24.1 million in 2022, reflecting the non-cash share-based payment credit in that year. Where we have provided adjusted figures, they are after the add-back of this item and a reconciliation of the adjusted and reported results is included in the Annual Report. Finance costs. Finance costs reached £6.3 million in 2022, increasing from £3.6 million in 2021, reflecting the additional facilities secured in the year from Blazehill Capital Finance Limited to support the continued investment into the Housing Disrepair team and our investment in the VW and Mercedes Benz emissions claims. As a consequence, the number of claims generated reduced significantly, resulting in a period in which utilization and hence profitability of the Group was impacted. Total fixed asset additions totaled £7.8 million in 2022. The fleet continues to be largely externally financed. Trade and other payables, including tax and social security increased to £13.2 million compared to £12.6 million at 31 December 2021. Net assets at 31 December 2022 reached £146.3 million and net debt increased to £73.1 million at 31 December 2022. Net debt comprised cash balances at 31 December 2021 of £9.0 million, plus borrowings which increased during the year to fund additional working capital investment in the Group’s portfolio of claims, support the investment by the Group in the VW and Mercedes Benz emissions claims and facilitate expansion of the vehicle fleet. The total debt balance rose from £69.6 million in 2021 to £82.2 million at the end of 2022.
The Group has a number of funding relationships and facilities to support its working capital and investment requirements, including an invoice discounting facility within Direct Accident Management Limited, lease facilities to support the acquisition of the fleet and a revolving credit facility within Bond Turner Limited. In addition, the Group secured a loan of £15.0 million from Blazehill Capital Finance Limited during 2022. The loan is non-amortizing and committed for a three-year period. Having considered the Group’s current trading performance, cash flows and headroom within our current debt facilities, maturity of those facilities, the Directors have concluded that it is appropriate to prepare the Group and the Company’s financial statements on a going concern basis. Cash flow. Notwithstanding the continued impact of Covid-19 on the court system and the Business, we have continued to invest in talent and grow our settlement capacity throughout Bond Turner. The number of senior fee earners increased from 237 to 253 during 2022 and continues to rise across each of our three offices. More recently this investment has sought to diversify the activities of the Group and headcount with the Housing Disrepair team, the number of senior fee earners increasing in number from 30 at 31 December 2021 to 44 at 31 December 2022. EPS and dividend. Statutory basic EPS is 16.6 pence. Statutory diluted EPS is 16.6 pence. The adjusted EPS is 16.5 pence. The adjusted diluted EPS is 16.5 pence. The adjusted figures exclude the effect of share-based payments. The Board is pleased to propose a final dividend of 1.5 pence per share, which if approved at the Annual General Meeting will be paid on 23 June 2023 to those shareholders on the register at the close of business on 26 May 2023. Group statement of financial position. The Group’s net assets position is dominated by the balances held within trade and other receivables. These balances include credit hire and credit repair debtors, together with disbursements paid in advance which support the portfolio of ongoing claims. The gross claim value of trade receivables totaled £393.6 million in 2022, rising from £325.3 million in 2021. In accordance with our income recognition policies, a provision is made to reduce the carrying value to recoverable amounts, the net balance increasing to £165.4 million. This increase reflects the recent trading activity and strategy of the Group and is in line with management expectations given that the Group continued to be impacted during 2022 by delays in capacity within the court system, albeit this continues to improve. The increase has been primarily funded from the significant rise in cash collections seen year on year as well as additional facilities secured from Blazehill Capital Finance Limited. In addition, the Group has a total of £54.7 million reported as accrued income which represents the value attributed to those ongoing hires and claims at the year end, alongside growth in the number of ongoing claims within the Housing Disrepair team. The increases in both trade receivables and accrued income reflect an increase in the volume of claims that remain ongoing together with an increase in the number of claims ongoing where we have identified and secured an admission of liability. During 2021 and into the early part of 2022, significant investment was made into the motorcycle fleet to support the current and expected volumes generated from the insurance contract with MCE announced in November 2021. In an unexpected development, MCE’s underwriter went into administration and all outstanding policies were disclaimed from 1 February 2022. Cash collections for the Group, a key metric for the Group, increased from £119.0 million in 2021 to £146.1 million in 2022, an increase of 22.8%, underlining the Group’s successful evolution in the post-pandemic period. We are here live in Omaha, Nebraska. Good morning, everybody. I'm Becky Quick, along with Mike Santoli. In just 30 minutes, Berkshire Hathaway Chairman and CEO Warren Buffett is going to be taking the stage with his Vice Chair Charlie Munger. Non-fault road traffic accident opportunities in late 2021 led to investment in the fleet and infrastructure to support this significant increase in demand, which resulted in record vehicle numbers at the end of 2021, reaching 2,366. However, the situation with Green Realisations Ltd described above resulted in the number of opportunities reducing sharply, and hence the Group operated with a suboptimal cost base in the first part of 2022.
Because activity levels did not increase from MCE as expected, management implemented actions to maintain headroom and reduce costs to reflect a revised level of forecast activity. Despite this, and reflecting the number of claims generated from MCE in the early part of 2022, we have actually seen the average number of vehicles on the road rise in 2022, reaching 1,892 compared to 1,834 in 2021. This contributed to the strong revenue performance of the Credit Hire division. Notwithstanding this, as we have previously reported, growth in the Credit Hire division results in an absorption of cash. During the year, management worked to manage expenditure and consequent absorption of cash and actively reduced the number of claims accepted. Vehicle numbers fell accordingly to 1,730 at 31 December 2022. Having anticipated continued growth from MCE, the Board secured an increase in availability from Secure Trust Bank plc (£1.3 million) and Blazehill Capital Finance Limited (£15.0 million) in 2022 to take advantage of these opportunities, whilst ensuring the relationship between the number of new claims taken on within EDGE is balanced with the settlement capacity of Bond Turner. In addition to this, the Group has continued to draw funds from approved hire purchase facilities to support reinvestment of the motorcycle fleet as well as other facilities as necessary to support Group headroom. The total amount of new borrowings in the year reached £24.4 million. Whilst the Group operated for a period at suboptimal levels, the significant improvement in cash collections resulted in the Group reporting a reduction in the level of cash outflows from operating activities of £3.1 million compared to a cash outflow of £7.3 million in 2021. With a net cash inflow of £4.2 million resulting from financing activities, having secured additional facilities from both Secure Trust Bank plc and Blazehill Capital Finance Limited, the Group reported a net cash inflow in 2022 of £1.5 million compared to a net cash outflow of £0.7 million in 2021. In establishing the adjusted operating profit, the costs adjusted include a credit of £0.2 million related to share-based payments. A reconciliation between adjusted and reported results is provided below: Year to December 2022 Adjusted Revenue: 138,329 Share-based payment: 0 Reported Revenue: 138,329 Adjusted Gross profit: 105,776 Share-based payment: 0 Reported Gross profit: 105,776 Adjusted Other operating costs (net): (75,535) Share-based payment: 175 Reported Other operating costs (net): (75,360) Adjusted Operating profit: 30,241 Share-based payment: 175 Reported Operating profit: 30,416 Adjusted Finance costs (net): (6,323) Share-based payment: 0 Reported Finance costs (net): (6,323) Adjusted Profit before tax: 23,918 Share-based payment: 175 Reported Profit before tax: 24,093 Year to December 2021 Adjusted Revenue: 118,237 Share-based payment: 0 Reported Revenue: 118,237 Adjusted Gross profit: 91,481 Share-based payment: 0 Reported Gross profit: 91,481 Adjusted Other operating costs (net): (63,753) Share-based payment: (378) Reported Other operating costs (net): (64,131) Adjusted Operating profit: 27,728 Share-based payment: (378) Reported Operating profit: 27,350 Adjusted Finance costs (net): (3,604) Share-based payment: 0 Reported Finance costs (net): (3,604) Adjusted Profit before tax: 24,124 Share-based payment: (378) Reported Profit before tax: 23,746 By order of the Board Gary Carrington Chief Financial Officer 9 May 2023 Anexo Group Plc Annual Report 2022 Risk management The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and retains ultimate responsibility for them. The Board receives regular reports from the CFO through which it reviews the effectiveness of processes put in place and the appropriateness of the objectives and policies it sets. The Risk and Regulation Committee ensures there is a robust process in place for identifying, managing, and monitoring risks to the Group. The Risk Committee will assess the risk profile of the Group and how the risks arising from the Group’s businesses are controlled, monitored, and mitigated by management. The Audit Committee also has delegated responsibility to review the Company’s internal financial controls and monitor the integrity of the Financial Statements of the Company, including Annual and Interim Accounts and results announcements. The Board recognizes the need for an effective and well-defined risk management framework. The Board is responsible for overseeing and regularly reviewing the current risk management and internal control mechanisms. The Board has delegated the authority for designing and operating processes that ensure the effective implementation of the risk management objectives and policies to the Company’s finance function.
The Committee is responsible for ensuring that there is a robust process in place for identifying, managing, and monitoring risks, assessing the risk profile of the Group, and ensuring that the Group is compliant with the additional regulatory requirements under the SRA. The Committee supports the Board in fulfilling its obligations to ensure a framework of prudent and effective controls, which enable it to assess and manage risks, including those to the long-term success of the Group. The Committee considers an integrated approach to the risk taxonomy, risk register, and risk assurance activity to be paramount. The Committee is chaired by Richard Pratt, and its other members are Christopher Houghton, Roger Barlow, and Michael Branigan. Michael Branigan joined the Committee during the year, following Elizabeth Sands’ departure from the Company on 11 May 2022. The Committee is assisted by Dawn O’Brien in ensuring regulatory compliance and is attended by members of the executive team as determined by the Committee from time to time. Details of members’ experience, qualifications, and attendance at Committee meetings during the year are shown within the Corporate Governance Statement. The Committee conducted an assessment of its effectiveness in October 2022, the conclusion of which was that the Committee is competent and carries out its function effectively. Some responses highlighted that the Group could benefit from an internal audit function, something that the Committee will continue to review in the 2023 reporting period in conjunction with the Audit Committee. The evaluation also highlighted additional focal areas for the Committee, notably IT and Cyber Security and operational controls. There is an ongoing process for identifying, evaluating, and managing the significant risks faced by the Group, which has been in place throughout the period covered by this report and up to the date of approval of the Annual Report and Accounts for 2022. Key risks facing the Company Anexo conducts a full risk assessment matrix, categorizing all its key risks and outlining the mitigating actions that are in place, a summary of which can be found below: I am pleased to present the Risk and Regulation Committee Report for the financial year ended 31 December 2022. Type of Risk: Statutory Risk Principal Risk: Potential reduction in fee income from potential introduction of changes to legislation or reduction in settlement rates. Risk Description: Any reduction in fee income will directly affect profit levels. Mitigation: Education of key staff members regarding risks and the need to perform. Keep abreast of changes in case law and statute. Type of Risk: Statutory Risk Principal Risk: Government actions and legal developments leading to decrease in costs and negative impact on turnover and profit. Risk Description: The credit hire aspect of the Group is reliant on the House of Lords ruling that non-fault accident victims deemed impecunious have the right to recover credit hire rates from third party insurers. It cannot be predicted with certainty what future legal and regulatory changes may occur or the resultant effect that they may have upon the credit hire aspect of business. Mitigation: The Group keeps abreast of developments employing both senior legal counsel in house and maintaining strong relationships with a number of experts in the sector. Type of Risk: Operational Risk Principal Risk: New costs within the business due to the need to maintain business levels. Risk Description: A rise in payment of issue fees and hearing fees to litigate cases would directly affect profit levels. Mitigation: Closely monitor costs and review monthly. Commercial decision by management to increase settlement and drive cases to conclusion. Type of Risk: Operational Risk Principal Risk: Retention of lawyers. Risk Description: The Group is heavily reliant on its lawyers to manage and settle the Group’s claims. If the Group were to lose the services of key lawyers with high settlement rates, or cease to be able to attract new lawyers, this could significantly impair the strategy, operations, and financial condition of the Group. Mitigation: Maintenance of staff satisfaction levels to help the Group monitor the risk of losing key members of staff. The Group adopts an ongoing recruitment policy. The Group trains staff from a junior level and supports staff in training, education, and development to ensure retention. Key lawyers are incentivized, and the firm offers competitive packages within the market to ensure staff retention. Type of Risk: Operational Risk Principal Risk: Reliance on senior management. Risk Description: The current senior management team has been heavily involved in the Group’s success.
The Group cannot guarantee that it will be able to recruit suitably qualified staff on a timely basis to replace those individuals in the event of the departure of any of the senior management team. A failure to do so could have a materially adverse impact on the Group’s operations and financial condition. Mitigation: The Group adopts an ongoing recruitment policy. The firm trains staff from a junior level and supports staff in training, education, and development to ensure staff retention. Key lawyers are incentivized, and the firm offers competitive packages within the market to ensure staff retention. Type of Risk: Operational Risk Principal Risk: Losing cases. Risk Description: The Group invests heavily in cases that are reliant on a successful outcome for recovery of money. Bond Turner works on a no win no fee basis, DAMS operate on credit hire, and PALS and IGCA 2013 receive no monies up front. Money is only received upon successful conclusion of any claim. If the claim is lost, no money will be received. Mitigation: Review of circumstances around those cases that are lost. Consideration of factors that may attribute to unsuccessful outcomes and pre-empt any unusually high areas of risk in any new business. Conduct risk/benefit analysis on any potentially new risky claims. Consideration of merits of appealing cases and benefit weighed against wide scale potential negative consequences. Ensure that potential claims are properly vetted and we proceed with cases that are likely to succeed. Train and employ staff with excellent technical skills to increase chance of successful outcome and use specialized counsel. Feedback to sales representatives. Fraud indicators, ongoing dialogue through sales team and garages. Type of Risk: Operational Risk Principal Risk: Weaknesses in IT Systems and Cyber Security. Risk Description: Disruption to operations impeding work and risking damage to reputation and customer relationships. Mitigation: Ongoing, regular extensive reviews and testing from our own IT teams and third party experts, the Group maintaining appropriate levels of insurance to cover this risk. Type of Risk: Operational Risk Principal Risk: Health and Safety Issues. Risk Description: The activities of certain parts of the Group involve a range of Health and Safety risks. Mitigation: All Group subsidiaries operate Health and Safety management systems appropriate to the nature and scale of their risks. The Group regularly conducts a review of the adequacy of current health and safety compliance. Type of Risk: Market Risk Principal Risk: Competition. Risk Description: The Group could face competition from other companies that offer similar products and services in the broader credit hire and PI sector. Any direct competitor offering the same service and scale would have to be a new entrant to the market or a change in existing business model, which would be unlikely given very high set up costs. Mitigation: Monitor the market and continue to offer competitive product. Continue to invest in development of the service and ensure a growing established team of effective lawyers is constantly maintained. Type of Risk: Market Risk Principal Risk: Retention of garages and sources of work. Risk Description: Garages that advertise DAMS services could be enticed by other deals from competitors. Some competitors are offering enhanced deals that are not LASPO compliant, and some lay individuals can be enticed with the offer of extra cash. Mitigation: Nurture garages through education, offer competitive deals, and train them into understanding compliance with LASPO, Code of Conduct, and FCA rules. Type of Risk: Regulatory Risk Principal Risk: Regulatory compliance. Risk Description: Compliance with Code of Conduct, Solicitors Accounts Rules, any applicable FCA rules, GDPR, Statute (LASPO), etc. Failure to comply with these could have significant implications for the business ranging from reputational damage to criminal prosecution and sentencing. Mitigation: Ensuring regulatory compliance is monitored through updated policies, staff training, spot checks, and audits. Conduct risk assessments to identify any areas of weakness or potential breach. Monitor and record any complaints and feedback. Type of Risk: GDPR/Personal Data Risk Principal Risk: Introduction of stringent new laws regarding the treatment of personal data. Risk Description: The Group holds and processes a large volume of sensitive personal data which is inherent in the Group’s day-to-day practices. If breaches of personal data occur, damages can be claimed, and large fines are payable. This has an obvious negative effect on the Group’s financials as well as causing potential reputational damage to the firm. Mitigation: Regular staff training on the GDPR legislation. Random spot checking of processes and staff practices. Regular review of processes.
Risk assessment on implementation of new processes. Ongoing reviews of systems relating to any complaints. Type of Risk: Litigation Risk Principal Risk: Adverse costs arising from litigation. Risk Description: The Group is a highly litigious firm. Adverse costs arising from litigation will negatively impact the Group’s results as well as cause potential reputational damage from losing cases. Mitigation: This risk is extensively and continuously discussed with management and fee earners to ensure awareness. Management is satisfied that costs will be kept to a minimum through maintaining review levels of adverse costs. Despite the mitigation, the Group recognizes that some adverse costs cannot be avoided in entirety due to clients’ inability to reply fully and in a timely fashion, draconian court orders, and the hostile nature of litigation. Type of Risk: Financial Risk Principal Risk: Bank covenants. Risk Description: Importance of understanding processes and requirements for bank covenants. Covenants may not be properly complied with. Mitigation: Daily, weekly, and monthly checks are carried out by the Group. Staff awareness training is regularly provided. Constant review and reporting to the bank on covenants to ensure that business performance remains within the expected criteria. Type of Risk: Financial Risk Principal Risk: General expenditure increase. Risk Description: If the Group’s costs are not effectively monitored, there could be a general increase in expenditure, with excess costs causing financial difficulty. Mitigation: Costs are closely monitored by the CFO and the Finance team and reviewed monthly. Overview of costs is discussed at each Board meeting. Type of Risk: Financial Risk Principal Risk: Cash spend. Risk Description: The Group must ensure that cash spend is within facilities and that expenditure is monitored, e.g., monitoring of tax liabilities, large project spends, etc. Excess spend would cause the Group financial difficulty and may mean the Group is unable to achieve its objectives. Mitigation: Cash spend and costs are reviewed by the CFO and management regularly to ensure there is a healthy balance between the Group’s vehicle fleet and the conservation of financial resources. New financing options are considered and reviewed where necessary. Review the current case load and need for issuing as case expenditure is front loaded. Type of Risk: Operational Risk Principal Risk: Ongoing economic impact of Covid-19 – health and safety of clients, employees, and third parties. Risk Description: The health and safety of our staff and clients is paramount. The business has made operational adjustments to comply with government guidelines, which are constantly updating. Mitigation: Regular risk assessments are undertaken to ensure that the business is operating within government guidelines and to ensure that staff, clients, and third parties with whom the business engages are protected. It remains unclear how the Covid-19 pandemic will evolve through 2023, and the risks from further waves, new strains, and/or vaccines proving ineffective cannot be ruled out and could result in the reintroduction of, or additional, restrictions placed on local populations. The Group continues to monitor the situation. Type of Risk: Financial Risk Principal Risk: Potential for a significant impact on both new credit hire business and cash collections from the Legal Services team. Risk Description: Continued delays and adjournments in the court system have led, in part, to the operating cash outflows of the Group in 2021. As with many businesses, the Group has faced uncertainty in trading as a result of the impact of the Covid-19 pandemic from both a credit hire and legal services perspective, the latter of which may well impact cash collections and headroom. Mitigation: In the ordinary course of business, the Group monitors the level of new business taken on and the quantum of cash receipts from at-fault insurers on a daily basis, and as such, the Board has been able to manage the financial impact on the Group from both a credit hire and legal services perspective. Whilst the Group saw a sharp fall in new business activity within the credit hire initially post-first lockdown, levels subsequently increased to a level not significantly less than those seen pre-lockdown. Within the Legal Services team, the Group has seen a general reduction in cash receipts against our initial forecast, as we, the defendant law firms, at-fault insurers, and the courts continue to work with COVID adaptations and restrictions in place. Changes to working practices such as home working and remote court hearings inevitably impact efficiencies from all sides.
The business has taken appropriate steps to keep our staff safe in an office environment, and the necessary COVID adaptations have become a new way of working which, over time, has resulted in a continual improvement in case settlements and cash collections. Richard Pratt Chairman of the Risk and Regulation Committee 9 May 2023 Anexo Group Plc has reported Scope 1 and 2 (and associated Scope 3) greenhouse gas emissions in accordance with the requirements of Streamlined Energy and Carbon Reporting. This includes emissions for the third mandatory reporting year – the 12 months starting 1 January 2022 and ending 31 December 2022. Emissions for the 2020 reporting year – starting 1 January 2020 and ending 31 December 2020 – as well as the 2021 reporting year – starting 1 January 2021 and ending 31 December 2021 – have been included. Responsibilities of Anexo Group Plc and Green Element Anexo Group Plc was responsible for the internal management controls governing the data collection process. Green Element was responsible for the data aggregation, any estimations and/or extrapolations, GHG calculations, and the emissions statements. Emissions were calculated according to the Greenhouse Gas Protocol Corporate Greenhouse Gas Accounting and Reporting Standard. Scope and Subject Matter The report includes sources of environmental impacts under the operational control of Anexo Group Plc. This includes the two active subsidiary companies in 2022, Direct Accident Management Ltd and Bond Turner Ltd. GHG sources included in the process are: Scope 1: Diesel and petrol for travel fuel of owned vehicles and natural gas. Scope 2: Purchased electricity (location-based method for 2020, both location-based and market-based methods for 2021 and 2022). Scope 3: Indirect emissions associated with the production, processing, and delivery of any fuel used. We are here live in Omaha, Nebraska. Good morning, everybody. I am Becky Quick, along with Mike Santoli. In just 30 minutes, Berkshire Hathaway Chairman and CEO Warren Buffett is going to be taking the stage with his Vice Chair Charlie Munger. And losses due to the transmission and distribution of electricity. Types of GHG included, as applicable: CO2, N2O, CH4, HFCs, PFCs, SF6, and NF3. The figures were calculated using DEFRA conversion factors, expressed as tonnes of carbon dioxide equivalent (tCO2e). Energy efficiency action underway/planned (2022/2023): The following measures have been adopted by Anexo Group Plc in 2022, or have been planned for 2023, to enhance energy efficiency within the company: Ensure that when employees return to work within the office, energy-saving activities are adopted, including switching appliances and lights off when not in use. Consider a switch to 100 percent renewable electricity tariffs for some of the office spaces. Investigate the installation of solar panels to generate own electricity. Investigate the installation of motion sensors for lighting in offices. Accelerate the installation of LED bulbs for lighting in offices. Work with freeholders to facilitate building management systems which manage the efficiency of the whole building. Regularly service boilers to ensure they are operating at maximum efficiency. Minimize business travel in company cars by holding meetings and conferences virtually. Continue to grow the proportion of the company car fleet which is powered by electricity. Prioritize energy efficiency when siting new business locations.
Anexo Group Plc Annual Report 2022 Streamlined Energy and Carbon Reporting (SECR) 2021 mandatory reporting (in tCO2e), as follows: Streamlined Energy and Carbon Reporting (SECR) UK 2022 UK 2021 UK 2020 Energy consumption used: (kWh) Electricity 1,069,374 1,210,865 723,160 Gas 3,447 69,346 3,743 Transport fuel 993,883 1,073,585 750,553 Total consumption 2,066,704 2,353,796 1,477,456 Emissions (tCO2e) Scope 1 emissions from combustion of gas 0.63 12.70 0.69 Emissions from combustion of fuel for transport purposes 227.07 250.05 178.92 Scope 2 emissions from purchased electricity location-based 206.80 257.10 168.6 Emissions from purchased electricity market-based 363.70 475.06 – Scope 1 and 2 total scope 1 and 2 emissions location-based 434.50 519.86 348.2 Total scope 1 and 2 emissions market-based 591.40 737.82 – Scope 3 emissions from business travel in rental cars or employee vehicles where the company is responsible for purchasing the fuel 1.53 – – Emissions from upstream transport and distribution losses and excavation and transport of fuels location-based 135.80 163.58 83.7 Emissions from upstream transport and distribution losses and excavation and transport of fuels market-based 126.42 184.72 – Total emissions location-based 571.83 683.43 431.9 Total emissions market-based 719.35 922.53 – Intensity ratios number of full-time employees within financial year 997 925 698 Intensity ratio tCO2e per FTE location-based 0.574 0.739 0.619 Intensity ratio tCO2e per FTE market-based 0.722 0.997 – Methodology GHG Protocol Corporate Accounting and Reporting Standard Certification and external verification calculated and verified as accurate by Green Element Limited and Compare Your Footprint Limited, UK. Missing energy consumption data was estimated based on a monthly average relative to each facility. Mileage and fuel reimbursements were converted from spend to kilometers based on a rate of £0.45 per mile. Location-based electricity emissions use the average grid fuel mix in the region or country where the electricity was purchased and consumed. For SECR, location-based is mandatory. Market-based electricity emissions use fuel mix that is specific to the purchased electricity’s supplier and tariff. For Anexo, the grid’s residual fuel mix was used in the absence of fuel mix, in accordance with the GHG Protocol. For SECR, market-based is optional and has been calculated for 2021 and 2022 only. The Strategic Report on pages 10 to 30 was approved by the Board of Directors and signed on its behalf by Alan Sellers, Executive Chairman, 9 May 2023. The current Board members of Anexo Group Plc, all of whom served throughout the year, with the exception of Julian Addison who was appointed on 11 May 2022, Michael Branigan who was appointed on 11 May 2022, Mark Fryer who was appointed on 1 August 2022 and resigned on 14 April 2023, Gary Carrington who was appointed on 18 April 2023, Brian Corrway who resigned on 11 May 2022, Elizabeth Sand who resigned on 11 May 2022 and Mark Bringloe who resigned on 1 August 2022, are presented below. Risk and Regulation Committee Committee membership key: Alan Sellers, Executive Chairman. Alan was appointed Executive Chairman of Anexo Group Plc in March 2018 and was one of the founders of the business and has been instrumental in forming the Group as it operates today. Alan was called to the Bar in 1991 at the Gray’s Inn Bar and alongside his duties as Executive Chairman continues to practice as one of Anexo’s in-house team of barristers. Alan is an expert in civil litigation, personal injury and credit hire claims and clinical and professional negligence, and he is recognized as a leading figure in these fields. Gary Carrington, Chief Financial Officer. Gary is a Chartered Accountant and was appointed as a Director on 18 April 2023. Gary spent twenty-two years at major accounting firms, ending as Corporate Tax Partner at RSM. He subsequently spent five years at Fletchers Solicitors Limited, primarily as Chief Financial Officer. Gary joined the Group in July 2020 as Head of Operations. Samantha Moss, Director. Samantha was appointed as a Director of Anexo Group Plc in March 2018 and graduated from the University of Manchester with a degree in law and accountancy in 2003 and was subsequently admitted as a solicitor in 2008. Samantha has worked at Bond Turner since 2004 and is currently Managing Director. Samantha is a specialist in clinical and professional negligence and civil litigation, including personal injury and credit hire claims. Samantha also maintains managerial responsibility for Bond Turner and oversees regulatory compliance, client care, complex claims, staff supervision, account and complaints handling. Samantha is married to Alan Sellers. Dawn O’Brien, Director.
Dawn was appointed as a Director of Anexo Group Plc in July 2020. After graduating with a law degree from the University of Liverpool in 2004, Dawn was called to the Bar at Middle Temple in 2006. Dawn joined Bond Turner in the same year and she was appointed CEO of Bond Turner Limited in 2009, and later Director in 2018. Dawn specializes in RTA/Credit hire and costs litigation and advocacy. As well as her supervision of fee earning staff, Dawn oversees banking, HR, payroll, compliance and the supervision of finance staff. Dawn is the compliance officer for finance and administration. Christopher Houghton, Senior Non-Executive Director. Christopher joined the Group in May 2018 on listing and is a fellow of the Chartered Institute of Management Accountants. He joined Park Group Plc in 1986 in a finance role rising to Finance Director in 2001. After taking on operational responsibilities he became Chief Executive in 2012 retiring from the Group in 2018. Richard Pratt, Independent Non-Executive Director. Richard was called to the Bar in 1980 and has practiced in Liverpool, specializing in criminal law. He was appointed a QC in 2006 and has been the head of his chambers since 2012 and leader of the Northern Circuit between 2011 and 2013. Richard is also a recorder of the Crown Court and joined the Group in May 2018. Roger Barlow, Independent Non-Executive Director. Roger is a Chartered Accountant and was a partner with KPMG until 2000. Since then he has held a number of directorships and is currently Senior Independent Non-Executive Director and Chair of Audit at a challenger bank, Bank and Clients plc and Chair of Audit of Loughborough Building Society. He was previously the independent member of the Audit Committee at the Information Commissioner’s Office. He has also been CFO and Chairman of two AIM listed companies. Roger joined the Anexo Group Plc Board in June 2018. Saki Riffner, Non-Executive Director. Saki is Chief Investment Officer and Co-Founder of DBAY Advisors Ltd, where he is focusing on small cap investments in the UK and Continental Europe. He previously worked at Laxey Partners and Rothschild. Saki joined the Board of Anexo Group Plc as Non-Executive Director in January 2021. Julian Addison, Non-Executive Director. Julian is Managing Director and Operating Partner of DBAY Advisors Ltd, where he is focusing on small cap investments in the UK and Continental Europe. He previously worked at Movado Group and Rothschild. Julian joined the Board of Anexo Group Plc as Non-Executive Director in May 2022. Michael Branigan, Non-Executive Director. Mike is the Senior Operating Partner at DBAY Advisors. He has over 40 years of experience in developing and implementing strategies that have enhanced the competitive advantage of businesses in the USA and Europe. Before joining DBAY in 2011, he worked in senior positions in Europe with TDG, Levi Strauss and Otis. He started his career with Coopers and Lybrand Management Consultants in the USA, moving to the UK practice in 1986. During his time with Coopers and Lybrand he designed, managed, and implemented supply chain re-engineering and business improvement assignments for more than fifty Fortune 500 companies. The Directors present their Annual Report and the audited financial statements for the year ended 31 December 2022. The Corporate Governance section set out on pages 31 to 50 forms part of this report. Principal activities: The Group is a specialist integrated credit hire and legal services group focused on providing replacement vehicles and associated legal services to impecunious customers who have been involved in a non-fault accident. Corporate status: Anexo Group Plc is a public limited company domiciled in the United Kingdom and was incorporated in England and Wales with company number 11278719 on 27 March 2018. The Company has its registered office at 5th Floor, The Plaza, 100 Old Hall Street, Liverpool, Merseyside, United Kingdom, L3 9QJ. The principal places of business of the Group are its offices in Liverpool, Leeds, Ormskirk, Potters Bar and Bolton. Directors: Details of the Directors of the Company who served or were appointed during the year, their dates of appointment, their titles, roles, and committee memberships and chairmanships are set out in the Remuneration Committee Report on pages 46 to 49 of this Annual Report. The names and biographies of the Directors appear on pages 31 and 32. Directors' interests: In accordance with the Articles of Association, all Directors will retire by rotation and being eligible offer themselves for re-election at the Company’s forthcoming AGM.
The beneficial interests of the Directors in the Ordinary Shares of the Company on 31 December 2022 are set out below: Director Shares Percentage Alan Sellers 20,106,169 17.04 Samantha Moss 20,578,846 17.44 Dawn O’Brien 485,436 0.41 Whilst Saki Riffner, Julian Addison and Michael Branigan do not hold any shares in their own name, they are partners of DBAY Advisors Limited, a major shareholder of the Company. There were a number of changes in the interests of Directors between 31 December 2022 and the date of this report. The beneficial interests of the Directors in the Ordinary Shares of the Company on 4 May 2023 are set out below: Director Shares Percentage Alan Sellers 20,106,169 17.04 Samantha Moss 20,578,846 17.44 Dawn O’Brien 485,436 0.41 Details of the Directors’ long-term incentive plans are contained in the Remuneration Committee Report on pages 46 to 49. Directors’ indemnities: The Company has agreed to indemnify its Directors against third party claims which may be brought against them and has put in place a Directors’ and officers’ insurance policy. Substantial shareholdings: At 31 December 2022, the Directors have been notified of the following beneficial interests in excess of 3 percent of the issued share capital of the Company: Shareholder Shares Percentage DBAY Advisors Ltd 33,640,001 28.51 Valentina Slater 4,052,994 3.44 AXA 3,550,000 3.01 Gresham House 4,271,015 3.62 Premier Miton 4,000,000 3.39 Charles Stanley and Co 3,785,530 3.21 Dividends: The Board is pleased to propose a final dividend of 1.5p per share, which if approved at the Annual General Meeting to be held on 15 June 2023 will be paid on 23 June 2023 to those shareholders on the register at the close of business on 26 May 2023. The shares will become ex-dividend on 25 May 2023. Risk management objectives and policies: The Board has ultimate responsibility for determining the nature and extent of major risks facing the Group as well as establishing a risk management framework and related objectives and policies. It has delegated the authority for designing and operating processes that ensure the framework’s effective implementation to the Group’s finance function. The Board receives regular reports from the Chief Financial Officer through which it reviews the effectiveness of the processes in place as well as the appropriateness of the objectives and policies it sets. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. The Risk and Regulation Committee also helps to ensure there are robust processes in place for identifying, managing and monitoring risks to the Group. The Group’s risk register is reviewed at each Risk and Regulation Committee meeting and is updated as changes arise in the nature of risks or the mitigating actions implemented. The Committee will assess the risk profile of the Group and how the risks arising from the Group’s businesses are controlled, monitored and mitigated by management. Risk and Regulation Committee meetings are arranged circumstantially if specific events arise that require the Committee’s attention. The risk register is distributed regularly to all Board members and the Board reviews risks on a frequent basis. The Board has delegated responsibility for reviewing the Company’s internal financial controls to the Audit Committee. The Audit Committee is also responsible for monitoring the integrity of the Group’s financial statements, including Annual and Interim Accounts and results announcements. An internal audit function is not yet considered necessary as day-to-day control is sufficiently exercised by the Company’s Executive Directors. However, the Board will continue to monitor the need for an internal audit function. Further details of the Group’s financial risk management objectives and policies and the Group’s exposure to risk arising from its use of financial instruments are set out in note 26 and 27 of the consolidated financial statements. The key non-financial risks that the Group faces are set out on pages 25 to 28. Related party transactions: Details of the Group’s transactions and year-end balances with related parties are set out in note 25 of the consolidated financial statements. Disabilities and diversity: Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged.
It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical with that of other employees. The Group is committed to encouraging diversity, promoting a diverse culture where everyone is treated with respect and valued for their individual contribution and creating a work environment free of bullying, harassment, victimization and unlawful discrimination. It is a key objective to ensure that all employees are helped and encouraged to fulfill their potential. Equal opportunities: It is our policy to ensure equal opportunity in recruitment, selection, promotion, employee development, training and reward policies and we have an equal opportunities and diversity policy in place. It is a key objective to ensure that successful candidates for appointment and promotion are selected taking account of individual ability, skills and competencies without regard to age, gender, race, religion, disability or sexual orientation. Employee engagement: The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Group. This is achieved through presentations and the Company intranet. The Group regularly communicates with employees on a wide range of matters affecting their current and future interests. Further details of employee engagement are included within the s172 statement. Strategic report: The Company has chosen in accordance with the Companies Act 2006, section 414C to set out in the Group’s Strategic Report certain information required to be contained in the Directors’ Report by the Large and Medium-sized Companies and Groups Regulations 2008. It has chosen to do so as to the future development of the Group, engagement of the Group with stakeholders other than employees noted above and Streamlined Energy and Carbon Reporting. Auditor: RSM UK Audit LLP were appointed as auditor for the year ended 31 December 2022 and have indicated their willingness to continue in office. A resolution to reappoint RSM UK Audit LLP as auditor will be put to the forthcoming Annual General Meeting. Disclosure of information to auditor: The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that he ought to have taken as Director to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. Annual General Meeting: The Annual General Meeting will be held on. 15 June 2023. The notice convening the meeting and information about the proposed resolutions accompanies this Annual Report and Accounts. By order of the Board, Alan Sellers, Executive Chairman, 9 May 2023. Anexo Group Plc Annual Report 2022. Dear shareholder, I am pleased to present the Corporate Governance Statement of the Board of Directors of Anexo Group Plc for the financial year ended 31 December 2022. As Chairman, it is my responsibility to ensure that Anexo practices sound corporate governance. The company has therefore adopted the Quoted Companies Alliance Corporate Governance Code. The QCA Code is a widely recognised benchmark for corporate governance of smaller quoted companies to which the UK Corporate Governance Code is not considered applicable due to company size. In addition to the requirements of AIM and the QCA Code, shareholders should also be aware that as a business operating predominantly in the legal services market, the Group operates in a highly regulated environment and is subject to regular review by its professional body. The Board considers that Anexo complies with the QCA Code so far as is practicable, having regard to the company’s current stage of evolution. A statement detailing both how the company complies with the QCA Code and an explanation of its areas of non-compliance is outlined below. QCA Principles 1. Establish a strategy and business model which promotes long-term value for shareholders. The Board has concluded that the highest medium and long-term value can be delivered to its shareholders through the Group’s growth strategy. As a specialist integrated credit hire and legal services group, Anexo provides replacement vehicles and associated legal assistance to consumers who have been involved in non-fault motor accidents.
The Group provides an integrated end-to-end service to impecunious customers including the provision of a credit hire vehicle, upfront settlement of repair and recovery charges through to the management and recovery of costs, and the processing of any associated personal injury claim. The Group comprises four business units under two reporting divisions: Credit Hire and Legal Services. A key proposition for customers is that there is no upfront cost to the customer, including hire and repair charges, with Bond Turner seeking to recover costs from the at-fault insurer, typically through a litigated claims process on behalf of the customer. The Group’s business model is underpinned by legal precedent supporting the ability of impecunious customers to recover higher credit hire rates from at-fault insurers. Anexo intends to deliver long-term value to its shareholders through its growth strategy. The Group’s plans for growth have been centred on increasing the number of solicitors and legal assistants to process the Group’s existing case load and enabling the Group to take on more cases. In addition, the Group is also actively seeking to expand the geographic reach of the Group’s legal operations. Anexo’s strategy also includes increasing the vehicles available for hire and the number of sales staff employed, as well as bringing more barristers in-house. Challenges to delivering the Group’s strategy include changes to legislation that the credit-hire aspect of the Group relies upon, retention of advertisements in key garages, retention of key lawyers and adverse costs arising from litigation. These key challenges, as well as mitigating actions, are outlined in the Risk and Regulation Report section of the Strategic Report on pages 25 to 28. 2. Seek to understand and meet shareholder needs and expectations. Anexo places a great deal of importance on communication with its stakeholders and is committed to the development and maintenance of constructive relationships with current and potential investors to develop an understanding of their views. The Group is open to receiving feedback from key stakeholders and will take action where appropriate, recognising its wider stakeholder and social responsibilities and their implications for long-term success. The Group seeks to provide effective communication through Interim and Annual Reports, Regulatory News Service announcements and information on the Group website. Shareholders can also sign up to the Group’s investor alert service to ensure that they receive all press releases, financial results and other key shareholder messages directly from the Group as soon as they become available. The Group’s Annual General Meeting provides an opportunity to meet, listen and present to shareholders, and shareholders are encouraged to contact the company to express their views on the company’s business activities and performance. The Chairman of the Board, each of the Committee Chairmen and Directors will be available to respond to any shareholder questions regarding Board or Committee activities. All 2022 AGM resolutions were passed comfortably. The results of voting at AGMs are disclosed on the Group’s website. Shareholders were given the opportunity to attend the 2022 AGM following Covid-19 restrictions in place in both 2020 and 2021. The Chairman’s Statement on Corporate Governance. 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success. The Board recognises that the long-term success of the Group is reliant upon the efforts of employees, regulators and other key stakeholders. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships. The Group prepares an annual strategic plan and detailed budget which takes into account a wide range of key resources including solicitors, sales staff and barristers. All employees within the Group are valued members of the team, and the Group seeks to implement provisions to retain and incentivise its employees. The Group offers equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion or sexual orientation. The Board recognises the importance of ensuring that the management of the Group are effectively motivated, and their interests are aligned with those of the Group. The Group ensures that employees are given ample opportunity to provide feedback and reviews of the company atmosphere and support through platforms such as Glassdoor and Trustpilot. Feedback received from employees is taken into account to ensure that the Group can provide an optimum working environment for its employees. As a specialist integrated credit hire and legal services group, the maintenance of the highest ethical standards is core to our business and the services we provide to our clients.
Where regulations have been introduced, we have taken appropriate steps for having policies relating to Modern Slavery and Whistle Blowing in order to discourage unethical business conduct, thus ensuring its employees are protected. Our annual Modern Slavery Act Statement is published on our website. Anexo believes that it has little significant environmental or community impact due to the nature of the Group’s operations, but will continue to monitor and will take action if this changes in the future. 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation. The Board recognises the need for an effective and well-defined risk management process and it oversees and regularly reviews the current risk management and internal control mechanisms. Principal risks and uncertainties are outlined in the Risk and Regulation Committee Report section on pages 25 to 28. The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the risk management objectives and policies to the Group’s finance function. By identifying and managing existing and emerging risks, the Board can focus on long-term business opportunities. The Board receives regular reports from the Chief Financial Officer through which it reviews the effectiveness of the processes and policies put in place and the appropriateness of the objectives it sets. The overall objective of the Board is to set policies that reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Anexo also has a Risk and Regulation Committee to ensure that there is a robust process in place for identifying, managing and monitoring risks to the Group. The Risk Committee continually assesses the risk profile of the Group and how the risks arising from the Group’s businesses are controlled, monitored and mitigated by management. Furthermore, the Group’s Audit Committee has also delegated responsibility to review the Group’s internal financial controls and monitor the integrity of the financial statements of the company and the Group. The Group maintains a full risk assessment matrix and categorises all its key risks and outlines the mitigating actions that are in place. This matrix is updated as changes arise in the nature of risks or the mitigating actions are implemented or amended. The matrix is distributed regularly to all Board members and the Board reviews risks on a frequent basis. An internal audit function is not yet considered necessary as day-to-day control is sufficiently exercised by the Group’s Executive Directors. However, the Board will continue to monitor the need for an internal audit function as the company and Group grows and evolves. 5. Maintain the Board as a well-functioning, balanced team led by the Chair. The Board comprises four Executive Directors, Alan Sellers, Gary Carrington, Samantha Moss and Dawn O’Brien, three Independent Non-Executives, Christopher Houghton, Richard Pratt, Roger Barlow, and three Non-Executive Directors, Saki Riffner, Dr Julian Addison and Michael Branigan. Julian and Michael were appointed on 11 May 2022 and Mark was appointed on 1 August 2022. Alan Sellers is the Group’s Chair. Alan Sellers is not considered Independent due to his Executive position; however, the Board considers Alan’s role to be appropriate as he has driven, and continues to drive, the strategy of the Group. In light of this, a Senior Independent Non-Executive Director, Christopher Houghton, has been appointed to deal with matters including third party shareholder communication and situations where the Chairman is deemed to be conflicted. The SID, alongside the other Independent Non-Executives, also plays an important role in challenging and scrutinising the Executive Board. Saki Riffner, Julian Addison and Michael Branigan are not considered to be independent, having been appointed as representatives of DBAY Advisors Limited, a major shareholder of the company pursuant to DBAY’s agreed authority to appoint three Non-Executive Directors to the Board. Overall, the Directors feel that Anexo has a diverse Board with Directors that bring varied experience gained from working within a range of sectors. Board meetings are open and constructive, with every Director participating fully. Senior management can also be invited to meetings, providing the Board with a thorough overview of the Group. The Board aims to meet at least six times in the year and a calendar of meetings and principal matters to be discussed is agreed at the beginning of each year. In order to be efficient, the Directors meet formally and informally both in person and by telephone.
Board document authors are made aware of proposed monthly deadlines through the calendar of meetings assembled at the beginning of the year. Board papers are collated, compiled into a Board Pack, and circulated with sufficient time before meetings, allowing time for full consideration and necessary clarifications before the meetings. Christopher Houghton, in his function as SID, assists the Chair, particularly in relation to dealing with shareholder-related matters. During the financial year ended 31 December 2022, the Board met on five occasions. 6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities. The Non-Executive Directors have a breadth and depth of skills and experience across many different sectors, from logistics to finance and from private to public companies, enabling them to provide the necessary guidance, oversight and advice for the Board to operate effectively. The Group believes that the current balance of skills in the Board as a whole reflects a very broad range of personal, commercial and professional skills, providing the ability to deliver the Group’s strategy for the benefit of shareholders over the medium and long-term. The Board is not dominated by any person or group of people. The Non-Executive Directors meet without the presence of the Executive Directors during the year and also maintain ongoing communication with Executives between formal Board meetings. Biographical details of the Directors can be found on pages 31 and 32 of this Annual Report. Anexo’s Company Secretary, ONE Advisory Limited, assists with ensuring that Board procedures are followed and that the company complies with all applicable rules, regulations and obligations governing its operation, as well as helping the Chairman maintain excellent standards of corporate governance. ONE Advisory also provides support and assistance with MAR compliance and shareholder meetings. If required, the Directors are entitled to take independent legal advice and if the Board is informed in advance, the cost of the advice will be reimbursed by the Group. In addition to their general Board responsibilities, Non-Executive Directors are encouraged to be involved in specific workshops or meetings, in line with their individual areas of expertise. The Board shall review annually the appropriateness and opportunity for continuing professional development, whether formal or informal. Directors are encouraged to undertake any ongoing training they feel they require to assist with the commission of their role on the Board. Relevant regulatory and compliance updates are provided at Board and Committee meetings by ONE Advisory Limited. The Remuneration Committee is responsible for reviewing the composition of the Board while evaluating the skills, knowledge and experience of Board members. The Committee will seek to take into account any Board imbalances for future nominations. 7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement. The Remuneration Committee is responsible for reviewing the structure, size and composition, including the skills, knowledge and experience of the Board and giving full consideration to succession planning. It also has responsibility for recommending new appointments to the Board. The Chairman annually assesses the individual contributions of each of the members of the team to ensure that their contribution is relevant and effective, that they are committed, and where relevant, they have maintained their independence. The Group conducts annual, in-depth reviews and evaluations of the performance of the team as a unit to ensure that the members of the Board collectively function in an efficient manner, as well as reviewing the effectiveness of each Committee. The areas covered are structure and skills, operating effectiveness and efficiency, quality of information and ongoing development. The outcomes of the 2022 Board evaluation were overwhelmingly positive but highlighted areas for improvement with regards to design of long-term strategy, review of the need for an internal audit function, reviewing diversity on the Board with the intention to increase the gender balance of the Non-Executive Directors and the request for written reports from Executive Directors to be included in the Board pack for meetings. 8. Promote a corporate culture that is based on ethical values and behaviours. The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Group as a whole and that this will impact the performance of the Group. The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Group as a whole and the way that employees behave.
The corporate governance arrangements that the Board has adopted are designed to ensure that the Group delivers long-term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the Group in a manner that encourages open dialogue with the Board. A large part of the Group’s activities are centred upon an open and respectful dialogue with employees, consumers and other key stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Board places great emphasis on these values. The importance of this aspect of corporate life seeks to ensure that this flows through all that the Group does. The Directors consider that at present the Group has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. An example of this is the Group’s Whistle Blowing Policy, aimed at preventing illegal activity and unethical business conduct by encouraging Directors, officers, and employees to report any wrongdoing or suspected violations. The Group also has an Anti-Bribery Policy in place to ensure the highest standards of personal and professional ethical behavior are adhered to. Moreover, Bond Turner, the Group’s legal services division, promotes nine core values which shape the firm’s corporate culture, approach to client service, and professional standards. The values are entrenched and are considered at every stage of the employee lifecycle, from recruitment to training. The Group has also adopted a Share Dealing Policy regulating trading and confidentiality of inside information for the Directors and other persons discharging managerial responsibilities, which contains provisions appropriate for a company whose shares are admitted to trading on AIM, particularly relating to dealing during closed periods in line with the Market Abuse Regulation, which was transposed into UK law following Brexit. The Group will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that Share Dealing Policy. The Board is committed to, and ultimately responsible for, high standards of corporate governance and has chosen to adopt the QCA Code. The Board reviews the Group’s corporate governance arrangements regularly and expects to evolve these over time, in line with the Group’s growth. The Board delegates responsibilities to Committees and individuals as it sees fit. The Chairman’s principal responsibilities are to ensure that the Group and its Board are acting in the best interests of shareholders. His leadership of the Board is undertaken in a manner that ensures the Board retains integrity and effectiveness, creates the right Board dynamic, and ensures that all important matters, particularly strategic decisions, receive adequate time and attention at Board meetings. In Alan Sellers’ capacity as Chairman, he has, through powers delegated by the Board, the responsibility for leadership of the management team in the development and execution of the Group’s strategies and policies. The day-to-day management of the Group’s two key divisions is carried out by the management board, which reports to the Anexo Board. The Independent Non-Executives are tasked with constructively challenging the decisions of executive management and satisfying themselves that the systems of business risk management and internal financial controls are robust. All Directors participate in the key areas of decision-making, including the following matters: review, formulate, and approve the Group’s strategy; review, formulate, and approve the Group’s budgets; review, formulate, and approve the Group’s corporate actions; and oversee the Group’s progress towards its goals. The Board delegates authority to three Committees to assist in meeting its business objectives while ensuring a sound system of internal control and risk management. The Committees meet independently of Board meetings. The Audit Committee has four members: Roger Barlow (Chair), Christopher Houghton, Julian Addison, and Richard Pratt. The Audit Committee is responsible for ensuring that the financial performance of the Group is properly reported on and reviewed, monitoring the integrity of the financial statements of the Group, reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, and advising on the appointment of external auditors. The Audit Committee is expected to meet formally at least two times a year and otherwise as required. Other Board members attend Audit Committee meetings by invitation. The Risk and Regulation Committee has four members: Richard Pratt (Chair), Christopher Houghton, Roger Barlow, and Michael Branigan.
The Risk and Regulation Committee is responsible for ensuring that there is a robust process in place for identifying, managing, and monitoring risks to the Group, assessing the risk profile of the Group and how the risks arising from the Group’s businesses are controlled, monitored, and mitigated by management, and ensuring that the business of the Group is regulated by the SRA. The Committee is assisted by Dawn O’Brien in ensuring regulatory compliance. The Risk and Regulation Committee is expected to meet formally at least once a year and otherwise as required. Other Board members attend Committee meetings by invitation. The Remuneration Committee has three members: Christopher Houghton (Chair), Richard Pratt, and Roger Barlow. The Remuneration Committee is responsible for determining the Group’s policy on the remuneration packages of the Group’s Chairman, the Executive Directors, senior managers, and other designated senior executives, reviewing the structure, size, and composition of the Board, and recommending new appointments to the Board. The Remuneration Committee is expected to meet at least once in each financial year and otherwise as required. Other Board members attend the Committee meetings by invitation. The Board has elected not to establish a Nominations Committee, preferring instead that the Board itself should deal with such matters, with the assistance of the Remuneration Committee, including succession planning and the balance of the Board. The Chair and the Board continue to monitor and evolve the Group’s corporate governance structures and processes, maintaining that these will evolve over time, in line with the Group’s growth and development. The Board is committed to maintaining effective communication and having constructive dialogue with its shareholders, consumers, and other relevant stakeholders. The Group intends to have ongoing relationships with both its private and institutional shareholders through meetings and presentations, as well as shareholder analysts, and for them to have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Group’s Annual General Meeting. The Board already discloses the result of general meetings by way of announcement and discloses the proxy voting numbers to those attending the meetings. To improve transparency, the Board has published proxy voting results from its inaugural Annual General Meeting on its website and will continue to do so in the future. The Board maintains that if there is a resolution passed at a general meeting with 20% votes against, the Group will seek to understand the reason for the result and, where appropriate, take suitable action. The proxy votes received in respect of all resolutions were released via RNS and are available on the Group’s website. Information on the Investor Relations section of the Group’s website is kept updated and contains details of relevant developments, press and corporate news, and presentations. Shareholders can also sign up to receive investor alerts to ensure that they receive all press releases, financial results, and other key shareholder messages directly from the Group as soon as they become available. As Chairman of Anexo’s Audit Committee, I present my Audit Committee Report for the year ended 31 December 2022. The Committee is responsible for reviewing and reporting on the Group’s financial performance, monitoring the integrity of the Company and Group financial statements, reviewing internal control and risk management, and reviewing and monitoring the performance, independence, and effectiveness of the external auditors. Since the date of my last report, the Committee’s primary activities comprised meeting with the external auditors, considering the audit approach, scope, and timetable, and reviewing the key audit matters for the 2022 audit. In addition to the Committee’s ongoing duties, in the coming year the Committee plans to regularly review the need for an internal audit function, review and record approval of any analyst briefings and investor presentations, carry out a self-assessment of the Committee, and review the effectiveness of the external audit. Anexo’s Audit Committee is chaired by me, Roger Barlow, and its other members are Christopher Houghton, Richard Pratt, and Julian Addison, who joined during the year. Both Christopher and I are considered to be independent Non-Executive Directors. The Board and the Audit Committee continue to be satisfied that I have sufficient and relevant financial experience to fulfill my duties as Committee Chair, given that I am a chartered accountant with extensive experience and numerous Board positions outside of Anexo. The Committee is required by its Terms of Reference to meet at least twice in each financial year and otherwise as required by the Committee Chairman to properly fulfill its duties.
The Audit Committee met twice during the year, and both meetings were attended by all members. All other Directors attended both meetings. The external auditors also attended both Committee meetings at the invitation of the Committee Chairman. The Audit Committee’s main responsibilities can be summarized as follows: to report on and review the Group’s financial performance; to monitor the integrity of the Company and Group’s financial statements and any formal announcements relating to the Group’s financial performance; to review the Group’s internal financial controls and risk management systems; to review any changes to accounting policies; to make recommendations to the Board in relation to the appointment of the external auditors; to make recommendations to the Board concerning the approval of the remuneration and terms of engagement of the external auditors; to review and monitor the extent of the non-audit services undertaken by external auditors; to review and monitor the external auditors’ independence and objectivity; and to consider any matter specifically referred to the Committee by the Board. The Terms of Reference are reviewed annually and are available on the Company’s website. The Committee conducted an assessment of its effectiveness in October 2022. More information can be found in the Corporate Governance report. The Committee concluded that the Annual Report and Financial Statements, taken as a whole, were fair, balanced, and understandable and provided the information necessary for shareholders to assess the Group’s business model, strategy, and performance. The Committee considered the budgets for 2023 and 2024 and the debt financing arrangements at year-end and concluded that the going concern basis is appropriate. In addition, the Committee reviewed the full-year and half-year results announcement, Annual Report, and Financial Statements and considered reports from the external auditors identifying accounting or judgmental issues requiring its attention. The Committee also reviewed the Strategic Report and concluded that it presented a useful and fair, balanced, and understandable review of the business. The Committee has continued its monitoring of the financial reporting process and its integrity, risk management systems, and assurance. The Committee will assess the external auditor’s performance and effectiveness for the current year through a questionnaire to be completed by Audit Committee members and the Group’s senior finance team. The output from the process will be reviewed and discussed by the Audit Committee and with the external auditor in 2023. The Committee will meet with the auditor at least twice a year, once at the planning stage, where the nature and scope of the audit will be considered, and once post-audit at the reporting stage. The Committee is responsible for reviewing and approving the annual audit plan with the auditor and ensuring that it is consistent with the scope of the audit engagement and the effectiveness of the audit. In addition, the Committee is responsible for reviewing the findings of the audit with the external auditor, which shall include but not be limited to discussing major issues that arose on the audit, any accounting and audit judgments, levels of errors identified during the audit, and the effectiveness of the audit. The Audit Committee will meet with the auditor at least once per year without management being present to discuss its remit and any issues arising from the audit. RSM UK Audit LLP were appointed as external auditors in 2018 following an audit tender process carried out in 2017. The Company will continue to comply with the relevant tendering and auditor rotation requirements applicable under UK regulations, which require the next external audit tender to occur by 2028. The Committee will engage in discussions with the auditor regarding fees, internal controls, and such issues as compliance with accounting standards and any proposals which the external auditor has made regarding the Company’s internal auditing standards. The Committee shall keep under review the adequacy and effectiveness of the Company’s internal financial controls and risk management systems, including monitoring the proper implementation of such controls and will review and approve the statements to be included in the Annual Report concerning internal controls and risk management. The Committee will also consider annually whether there is a need for an internal audit function and make a recommendation to the Board. At present, the function is not yet considered necessary as day-to-day control is sufficiently exercised by the Company’s Executive Directors. Further details on the Company’s risk management and internal controls can be found in the relevant sections of the Annual Report.
The Committee also has a responsibility to review the adequacy of the Company’s arrangements for its employees and contractors to confidentially raise any concerns about possible wrongdoings regarding financial reporting or other matters. The Audit Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow-up action. In addition, the Committee shall review the Company’s procedures for detecting fraud and the Company’s systems and controls for the prevention of bribery and market abuse as well as receive reports on non-compliance. The Committee will also monitor and ensure the Company’s adherence to its AIM Rules compliance policy. During the year, the Committee and Management considered what the significant risks and issues were in relation to the financial statements and how these would be addressed. The External Auditor’s view on the significant risks aligned with that of the Committee. In relation to the 2022 Group financial statements, significant risks have been identified, which are outlined as follows: revenue recognition and accrued income; debtor recoverability and provisioning; management overrides of internal controls; going concern; and emission class action case fees and expenses. In the coming year, in addition to the Committee’s ongoing duties, the Committee will further review relationships and agree terms with all external professionals, conduct a full review of internal systems and the finance function to ensure that the recent restructuring continues to show efficiencies and improvement in our monthly and annual reporting environment, and assess the need for an internal audit function, having regard to the Company’s strategy, growth, and resources. The Committee approves the external auditor’s terms of engagement, scope of work, the process for the interim review, and the annual audit. It also reviews and discusses with the auditor the written reports submitted and the findings of their work. It has primary responsibility for making recommendations to the Board for it to put to the shareholders for their approval at a general meeting in relation to the appointment, re-appointment, and removal of the external auditor. The Committee is also responsible for reviewing and monitoring the external auditor’s independence and objectivity as well as their qualifications, expertise, and resources and the effectiveness of the audit process, taking into consideration relevant UK and other relevant professional and regulatory requirements. The Group has considered the auditor’s independence and continues to believe that RSM is independent within the meaning of all UK regulatory and professional requirements and the objectivity of the audit engagement partner and audit staff are not impaired. As such, the Audit Committee recommended the re-appointment of RSM as auditor for the financial year to 2024. Roger Barlow Chairman of the Audit Committee 9 May 2023 I present my Remuneration Committee Report for the year ended 31 December 2022, which has been prepared by the Remuneration Committee and approved by the Board. The Group’s remuneration policy is formulated to attract and retain high-caliber executives and motivate them to develop and implement the Group’s business strategy in order to optimize long-term shareholder value. It is the intention that this policy should conform to best practice standards and that it will continue to apply for 2023 and subsequent years, subject to ongoing review as appropriate. The policy is framed around the following key principles: total rewards will be set at levels that are sufficiently competitive to enable the recruitment and retention of high-caliber executives; total incentive-based rewards will be earned through the achievement of performance conditions consistent with shareholder interests; the design of long-term incentives will be prudent and will not expose shareholders to unreasonable financial risk; in considering the market positioning of reward elements, account will be taken for the performance of the Group and of each individual Executive Director; and reward practice will conform to best practice standards as far as reasonably practicable. When formulating the scale and structure of remuneration, the Remuneration Committee takes account of a number of different factors including market practice and external market data of the level of remuneration offered to Directors of similar type and seniority in other companies whose activities and size are similar. In addition, the pay and employment conditions of employees are also considered when determining Directors’ remuneration. The Remuneration Committee may also seek advice from external consultants where appropriate. No Director was involved in deciding the level and composition of their own remuneration. There were no material changes to Non-Executive Director fees.
The Executive Directors receive an amount of fixed pay made up of a base salary and benefits, and in some cases a pension contribution. Short-term performance for senior executives is incentivized using an annual bonus scheme based on the achievement of profitability targets. Long-term performance is incentivized by way of a long-term management incentive plan based on the achievement of performance goals aligned to the Company’s business strategy and measured over a three-year period. These various schemes provide the Board with tools to help it to continue to strengthen the alignment of employee and shareholder interests. Anexo’s Remuneration Committee is chaired by me, Christopher Houghton, and its other members are Richard Pratt and Roger Barlow. Roger Barlow joined the Remuneration Committee during the year, following Elizabeth Sands’ departure from the Company on 11 May 2022. All members of the Remuneration Committee are considered to be independent Non-Executive Directors. The Board and Remuneration Committee continue to consider that I have sufficient, relevant financial experience to chair the Remuneration Committee, given that I am a chartered accountant with extensive experience and numerous Board positions outside of Anexo. The Remuneration Committee members have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide. The Committee is required by its Terms of Reference to meet at least once in each financial year and otherwise as required by the Committee Chairman to properly fulfill its duties. The Remuneration Committee met two times during the year; details of Director attendance are disclosed on page 46 of this Annual Report. The Company’s external advisors are invited to attend Committee meetings at the invitation of the Committee Chairman as and when required. Responsibilities The Committee’s principal responsibilities include: - Determining and agreeing with the Board the framework or broad policy for the remuneration of Executive Management. - Reviewing and having regard to pay and employment conditions across the Company when setting remuneration policy for Executive Management, especially when determining salary increases. - Approving the design of and determining targets for any performance-related pay schemes operated by the Company. - Overseeing the design and application of share options and any other such reward plan in conjunction with the Board. - Determining the policy for and scope of pension arrangements for Executive Management. The Non-Executive Directors, whose remuneration is determined by the Board as a whole, receive fees in connection with their services provided to the Group, to the Board, and to Board Committees. Certain senior staff and Executive Directors receive basic salaries, annual bonuses according to performance against defined targets, and certain benefits in kind. Significant issues considered by the Committee during the year The main activities undertaken by the Committee during the year included: - Determining bonus parameters for the 2022 Executive Directors bonus payments. - Considering the implementation of a new Long Term Incentive Plan to incentivize participants and promote the future growth of the Company. Basic salary Executive Directors’ salaries are reviewed annually; any movement will be determined by the Remuneration Committee. Executive Directors’ contracts of service, which include details of their remuneration, will be available for inspection at the Annual General Meeting. In addition to their basic salary, Executive Directors receive certain benefits comprising a car and fuel card or cash allowances in lieu, private medical, life, critical illness, and permanent health insurances, and pension contributions or cash in lieu of such contributions. Annual bonus payments The Executive Directors are entitled to participate in the annual bonus scheme. The annual bonus is intended to align reward outcomes with the achievement of key annual goals. The bonuses are payable subject to the achievement of challenging targets which, for the current year, were based on achieving the forecast profit before taxation for 2022. The maximum bonus potential for meeting all of the targets is between 50% and 100% of salary depending on the contractual terms agreed at the time of listing, but the Remuneration Committee has discretion if the target is not met. Share-based incentives On Admission, a number of participants, including Dawn O’Brien, were able to subscribe for C ordinary shares in Edge Vehicles Rentals Group Limited, the intermediate holding company of the Group.
Upon the satisfaction of applicable performance targets, which included the achievement of the Group’s profit targets for each of 2018, 2019, and 2020, or at the discretion of the Board if failure to achieve such targets was due to unforeseen circumstances, these C shares may be exchanged for cash or shares in Anexo Group Plc determined by the Company. The value of the shares on vesting will increase or decrease by reference to the value of the Ordinary Shares in Anexo at such time. The aggregated value of the Share Entitlement on listing was £2,200,000, of which £500,000 related to Dawn O’Brien and £500,000 to Mark Bringloe, Nil to both Alan Sellers and Samantha Moss. Having achieved all the performance targets set, the applicable C shares held were exchanged on 6 April 2022 for 1,990,294 shares in Anexo Group Plc. 485,436 of these shares were issued to Dawn O’Brien, 485,436 to Mark Bringloe, and Nil to both Alan Sellers and Samantha Moss. It is intended that a new scheme will be developed to incentivize selected senior management to deliver enhanced shareholder value in future years. Pension arrangements Three of the Executive Directors receive company contributions to personal pension schemes of up to 3% of their basic salaries. Directors’ contracts In accordance with general practice and the Company’s policy, Executive Directors have contracts with an indefinite term and a notice period of six months. The contracts of Alan Sellers, Samantha Moss, and Dawn O’Brien were entered into on 12 June 2018 and Mark Fryer on 1 August 2022. The Executive Directors’ contracts have no express provision for the payment of compensation in the event of early termination. In the event of termination of an Executive Director’s service contract, when determining the compensation payable to the Executive Director, it is the policy of the Committee to take account of the principles of mitigation of loss. All Non-Executive Directors have specific terms of engagement and are appointed subject to periodic re-election. Their fees are disclosed in the table below and are set by the Board as a whole. Non-Executive Directors cannot participate in any of the Company’s share incentive schemes.
Dates of the current Non-Executive Directors’ original letters of appointment are set out below: Director: Christopher Houghton, Date of appointment: 22 May 2018, Contract end date: 21 May 2024 Director: Roger Barlow, Date of appointment: 14 June 2018, Contract end date: 13 June 2024 Director: Richard Pratt, Date of appointment: 22 May 2018, Contract end date: 21 May 2024 Director: Saki Riffner, Date of appointment: 22 January 2021, Contract end date: 21 January 2025 Director: Julian Addison, Date of appointment: 11 May 2022, Contract end date: 10 May 2024 Director: Michael Branigan, Date of appointment: 11 May 2022, Contract end date: 10 May 2024 Total Directors’ Remuneration for 2022 Director: Alan Sellers, Salaries and fees: £375, Annual bonus: £375, Aggregate amounts receivable under LTIP: £0, Other benefits: £3, Pension contributions: £1, Total: £754 Director: Samantha Moss, Salaries and fees: £315, Annual bonus: £120, Aggregate amounts receivable under LTIP: £0, Other benefits: £18, Pension contributions: £1, Total: £454 Director: Mark Bringloe, Salaries and fees: £130, Annual bonus: £100, Aggregate amounts receivable under LTIP: £665, Other benefits: £19, Pension contributions: £0, Total: £1,085 Director: Mark Fryer, Salaries and fees: £121, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £121 Director: Dawn O’Brien, Salaries and fees: £228, Annual bonus: £100, Aggregate amounts receivable under LTIP: £665, Other benefits: £16, Pension contributions: £1, Total: £1,010 Director: Christopher Houghton, Salaries and fees: £40, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £40 Director: Roger Barlow, Salaries and fees: £40, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £40 Director: Elizabeth Sands, Salaries and fees: £321, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £21 Director: Richard Pratt, Salaries and fees: £40, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £40 Director: Saki Riffner, Salaries and fees: £0, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £0 Director: Brian Corrway, Salaries and fees: £412, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £12 Director: Julian Addison, Salaries and fees: £0, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £0 Director: Michael Branigan, Salaries and fees: £0, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £0 Total: £1,493, £695, £1,330, £56, £3, Total: £3,577 Note: In 2022, the LTIP represents the market value of shares issued to Mark Bringloe (£665,000) and Dawn O’Brien (£665,000). Both Directors received 485,436 shares; the mid-market price on the date of issue was £1.37 per share. Total Directors’ Remuneration for 2021 Director: Alan Sellers, Salaries and fees: £375, Annual bonus: £375, Aggregate amounts receivable under LTIP: £0, Other benefits: £2, Pension contributions: £1, Total: £753 Director: Samantha Moss, Salaries and fees: £324, Annual bonus: £120, Aggregate amounts receivable under LTIP: £0, Other benefits: £32, Pension contributions: £1, Total: £477 Director: Mark Bringloe, Salaries and fees: £200, Annual bonus: £100, Aggregate amounts receivable under LTIP: £0, Other benefits: £20, Pension contributions: £6, Total: £326 Director: Dawn O’Brien, Salaries and fees: £218, Annual bonus: £100, Aggregate amounts receivable under LTIP: £0, Other benefits: £32, Pension contributions: £1, Total: £351 Director: Christopher Houghton, Salaries and fees: £40, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £40 Director: Roger Barlow, Salaries and fees: £40, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £40 Director: Elizabeth Sands, Salaries and fees: £35, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £35 Director: Richard Pratt, Salaries and fees: £40, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £40 Director: Saki Riffner, Salaries and fees: £0, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £0 Director: Brian Corrway, Salaries and fees: £0, Annual bonus: £0, Aggregate amounts receivable under LTIP: £0, Other benefits: £0, Pension contributions: £0, Total: £0 Total: £1,272, £695, £0, £86, £9, Total: £2,062 Remuneration Committee Report continued Remuneration policy for 2023 and future years The Group remuneration policy is designed to support strategy and promote long-term sustainable success.
It is committed to complying with the principles of good corporate governance in relation to the design of the Group’s remuneration policy. As such, our policy takes account of the QCA Corporate Governance Code, against which the Company formally reports compliance. The Committee also considers other best practice guidance such as the QCA Remuneration Committee Guide and the Investment Association’s Principles of Remuneration, as far as is appropriate to the Group’s management structure, size, and listing. Future salary awards and increases will be set in line with relevant market levels, economic changes, and to retain and attract high-quality executives. Performance elements of remuneration will have clearly defined and challenging targets that link rewards to business performance in the short and medium term. All variable elements of remuneration are subject to clawback or repayment in the event of serious financial misstatement or misconduct. Consideration of shareholder views The Remuneration Committee considers feedback received from shareholders during any meetings or otherwise from time to time when undertaking the Group’s annual review of its Policy. In addition, the Chairman of the Remuneration Committee will seek to engage directly with institutional shareholders and their representative bodies should any material changes be made to the Policy. Consideration of employment conditions elsewhere in the Group The Remuneration Committee considers any general basic salary increase for the broader employee population when determining the annual salary increases for the Executive Directors. The Remuneration Committee did not consult with other employees regarding the remuneration of the Executive Directors. By order of the Board Christopher Houghton Chairman of the Remuneration Committee 9 May 2023 Anexo Group Plc Annual Report 2022 Statement of Directors’ Responsibilities The Directors are responsible for preparing the Strategic Report, the Directors’ Report, and the financial statements in accordance with applicable law and regulations. The Directors are responsible for preparing the Strategic Report, the Directors’ Report, and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Company financial statements for each financial year. The Directors have elected under company law and are required by the AIM rules of the London Stock Exchange to prepare Group financial statements in accordance with UK-adopted International Accounting Standards and have elected under company law to prepare the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. The Group financial statements are required by law and UK-adopted International Accounting Standards to present fairly the financial position and performance of the Group. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group. In preparing each of the Group and Company financial statements, the Directors are required to: - Select suitable accounting policies and then apply them consistently. - Make judgements and accounting estimates that are reasonable and prudent. - For the Group financial statements, state whether they have been prepared in accordance with UK-adopted International Accounting Standards. - For the Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the company financial statements. - Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. 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 Anexo website.
Independent auditor’s report to the members of Anexo Group Plc Opinion We have audited the financial statements of Anexo Group Plc, the parent company, and its subsidiaries, the group, for the year ended 31 December 2022, which comprise the consolidated statement of total comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows, the company statement of financial position, the company statement of changes in equity, and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK-adopted International Accounting Standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland. In our opinion: - The financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2022 and of the group’s profit for the year then ended. - The group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards. - The parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice. - The financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Summary of our audit approach Key audit matters Group - Revenue recognition and accrued income - Valuation of trade receivables No key audit matters are identified in respect of the parent company. Materiality Group - Overall materiality: £1,540,000 - Performance materiality: £1,100,000 Parent Company - Overall materiality: £1,075,000 - Performance materiality: £806,000 Scope Our audit procedures covered 93% of Revenue, 94% of net assets, and 89% of profit before tax. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group financial statements of the current period and include the most significant assessed risks of material misstatement, whether or not due to fraud, we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the group and parent company financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Independent auditor’s report to the members of Anexo Group Plc continued Key audit matters continued Revenue recognition and accrued income Key audit matter description Appropriate and accurate income recognition is required to be applied by the Directors to ensure that revenue is fairly stated in the financial statements. There is a risk that revenue is recognized inappropriately due to fraud or error and that estimates do not fully reflect current trading conditions. For credit hire, there is a risk that revenue is recognized inappropriately and not at a supportable percentage of the hire rate for the vehicle. The settlement rates applied rely on estimates and management judgement. For legal services, there is a risk that accrued income does not reflect the stage of the case and the costs to be recovered. The group released a trading statement on 4 April 2023 which reported an unaudited range of profits which were expected to be between £24.0 million and £26.0 million. The effect of this gave rise to critical consideration of the impact of any audit misstatements identified, as there was a heightened potential for management bias in considering our findings.
The effect of these matters is that, as part of our risk assessment, we determined that determining the settlement rates has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than multiples of materiality for the financial statements as a whole, and, as a result, was determined to be a key audit matter. How the matter was addressed in the audit We reviewed and understood the group’s accounting policy and how this satisfied the requirements of IFRS 15, Revenue from contracts with customers. The basis of key judgements and estimates in the recognition of revenue were scrutinized. In addition, substantive analytical review has been performed on revenue and accrued income. Substantive tests of detail were performed on a sample of revenue items recognized in the period to determine the existence, accuracy, and appropriate cut-off of the items selected. We reviewed the related disclosures to assess whether these sufficiently explained the level of estimation uncertainty. Key observations We identified a number of misstatements through our work which individually and in aggregate were not material. These items were reported to those charged with governance. Key audit matter description Refer to accounting policy on page 65 regarding trade receivables and disbursements, the accounting policy in note 3 on page 69 regarding recoverability of trade receivables, note 16 regarding trade and other receivables, and the credit risk and impairment section of note 27 regarding financial risk management and impairment of financial assets. The group has a significant number of aged trade receivables due to the time required to settle legal claims and recover costs of credit hire and legal services. Management’s assessment of the recoverability of debts with their customers is inherently judgmental. There is a risk that the net trade receivables will be recovered at amounts materially different from the value recognized. The group released a trading statement on 4 April 2023 which reported an unaudited range of profits expected to be between £24.0 million and £26.0 million. The effect of this gave rise to critical consideration of the impact of any audit misstatements identified, as there was a heightened potential for management bias in considering our findings. The effect of these matters is that, as part of our risk assessment, we determined that determining the valuation of trade receivables has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than multiples of materiality for the financial statements as a whole, and, as a result, was determined to be a key audit matter. How the matter was addressed in the audit The methodology utilized by management to calculate the provision was reviewed, including the treatment of older claims. The impairment provision was considered through a combination of substantive analytical review and tests of detail, considering the adequacy of the provision by reference to the aging and composition of underlying trade receivable balances. Management’s estimate of the impairment provision was recalculated and the reliability of the aging of balances was verified in substantive tests of detail. The key recovery assumptions were compared against historical settlement information. The associated disclosures were reviewed to consider their sufficiency and accuracy. We reviewed the related disclosures to assess whether these sufficiently explained the level of estimation uncertainty. Key observations In concluding our audit, we identified misstatements in excess of the trivial threshold relating to trade receivable impairment. Where misstatements were identified, we reported these to those charged with governance. While management recorded certain adjustments, the remaining unadjusted misstatement relating to trade receivable impairment represented a high proportion of our overall materiality and would serve to reduce reported profit. The combination of this with other accumulated unadjusted misstatements was below our overall materiality. Anexo Group Plc Annual Report 2022 Independent auditor’s report to the members of Anexo Group Plc continued Our application of materiality When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing, and extent of our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a whole, could reasonably influence the economic decisions of the users, we take into account the qualitative nature and the size of the misstatements. Based on our professional judgment, we determined materiality as follows: Group Parent company Overall materiality £1,540,000 £1,075,000 Basis for determining overall materiality 5.5% of profit before tax adjusted for the add back of VW and Mercedes marketing costs. 1% of total assets restricted for group purposes.
Rationale for benchmark applied We have chosen adjusted profit before tax as the benchmark for the Anexo Group as we consider this to be the most stable benchmark of activity and trading performance of the group. As this is a non-trading holding company, total assets is considered the key benchmark as it is reflective of the parent company’s investments in its subsidiaries. Performance materiality £1,100,000 £806,000 Basis for determining performance materiality 70% of overall materiality 75% of overall materiality Reporting of misstatements to the Audit Committee Misstatements in excess of £79,000 and misstatements below that threshold that, in our view, warranted reporting on qualitative grounds. Misstatements in excess of £53,700 and misstatements below that threshold that, in our view, warranted reporting on qualitative grounds. An overview of the scope of our audit The group consists of 6 components, all of which are based in the UK with the exception of Edge Vehicle Rentals which is located in Jersey. The coverage achieved by our audit procedures was: Revenue Net assets Profit before tax Full scope audits were performed for 3 components and analytical procedures at group level for the remaining 3 components. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included reviewing management’s going concern assessment and forecast model, performing checks to confirm its internal consistency and mathematical accuracy, consideration of reasonable sensitivities, covenant compliance and securing waivers where appropriate, and challenging the key assumptions and estimates within. The appropriateness of disclosures concerning the going concern basis was also considered. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or the parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorized for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the parent company financial statements are not in agreement with the accounting records and returns; or 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. Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page 50, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team: obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group and parent company operate in and how the group and parent company are complying with the legal and regulatory frameworks; inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. The most significant laws and regulations were determined as follows: Legislation Regulation Additional audit procedures performed by the Group audit engagement team included: IFRS UK-adopted IAS, FRS101 and Companies Act 2006 Review of the financial statement disclosures and testing to supporting documentation; Completion of disclosure checklists to identify areas of non-compliance.
The areas that we identified as being susceptible to material misstatement due to fraud were: Risk Audit procedures performed by the audit engagement team: Revenue recognition and accrued income This is considered to be a Key Audit Matter and our procedures are described above. Debtors recoverability and provisioning This is considered to be a Key Audit Matter and our procedures are described above. Management override of controls Testing the appropriateness of journal entries and other adjustments; Assessing whether the judgments made in making accounting estimates are indicative of a potential bias; and Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website. This description forms part of our auditor’s report. Use of our report 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. Ian Wall Senior Statutory Auditor For and on behalf of RSM UK Audit LLP, Statutory Auditor Chartered Accountants 9th Floor 3 Hardman Street Manchester M3 3HF 9 May 2023 Anexo Group Plc Annual Report 2022 Note 2022 £000s 2021 £000s Revenue 4 138329 118237 Cost of sales 32553 26756 Gross profit 105776 91481 Depreciation and profit loss on disposal 7 10436 8504 Amortisation 7 117 137 Administrative expenses before share based payments 6 64982 55112 Operating profit before share based payments 7 30241 27728 Share based payment credit charge 19 175 378 Operating profit 7 30416 27350 Finance costs 8 6323 3604 Profit before tax 24093 23746 Taxation 11 4616 4598 Profit and total comprehensive income for the year attributable to the owners of the company 19477 19148 Earnings per share Basic earnings per share pence 12 16.6 16.5 Diluted earnings per share pence 12 16.6 16.2 The above results were derived from continuing operations. The notes on pages 62 to 85 are an integral part of these consolidated financial statements. Consolidated Statement of Total Comprehensive Income for year ended 31 December 2022 Disbursements. Disbursements paid in support of an ongoing claim are reported within trade receivables. A provision for the expected irrecoverability of disbursement balances is made by reference to the duration since the last transaction posted to the individual ledgers, plus any other necessary provision for balances considering post period end information. Provisions for disbursements written off are charged to administration expenses in profit or loss. Taxation. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income. The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Group operates and generates taxable income. Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits available to the Group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. The carrying amounts of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. Anexo Group Plc Annual Report 2022. Accounting Policies continued. Property, plant, and equipment. Property, plant, and equipment is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The cost of property, plant, and equipment includes directly attributable incremental costs incurred in its acquisition and installation.
At each reporting date, the Group reviews the carrying amounts of its property, plant, and equipment assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss if any. Depreciation. Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows: Asset class, Depreciation method and rate. Property improvements, 10% straight line. Office equipment, 20% to 33% straight line. Fixtures, fittings, and equipment, 20% straight line or reducing balance. Right of use assets, over the life of the associated lease, straight line or useful life if earlier. Intangible assets. Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their estimated useful lives on the following bases: Software licences, 33% straight line. Financial instruments. The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability, or an equity instrument in accordance with the substance of the underlying contractual arrangement. Financial instruments are recognised on the date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are initially recognised at fair value. Financial instruments cease to be recognised at the date when the Group ceases to be a party to the contractual provisions of the instrument. Financial assets are included on the Statement of financial position as trade and other receivables or cash and cash equivalents. Cash and cash equivalents. Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Trade payables. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. Trade payables are initially recognized at fair value including transaction costs and subsequently carried at amortized cost. Borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortized cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognized as a charge to profit and loss over the period of the relevant borrowing. Interest expense is recognized on the basis of the effective interest method and is included in finance costs. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract is a lease, the Group assesses whether the contract involves the use of an identified asset, the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use, and the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant, and equipment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the contracted fixed payments. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate or if the Group changes its assessment of whether it will exercise an extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group has elected to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less and contain no option to purchase, and leases of low-value assets where that lease is associated with an element of the vehicle fleet. Where the lease does not relate to the vehicle fleet, the Group has elected to not recognize leases of low-value assets which the Group considers to be any lease where the fair value of the asset new is less than five thousand pounds. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term. The settlement of lease liabilities is included in the statement of cash flows within financing activities for the repayment of principal and within operating activities for interest paid. Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group. Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. Dividends are recognized as a liability and deducted from equity at the time they are declared. Otherwise, dividends are disclosed if they have been proposed or declared after the year end and before the relevant financial statements are approved. Contributions to defined contribution plans are recognized as an expense in the period in which the related service is provided. Prepaid contributions are recognized as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within twelve months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognized as a finance cost in profit or loss in the period in which it arises. In the application of the Group’s accounting policies, management is required to make judgments, estimates, and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and prior periods if the revision affects both current and prior periods. Due to the nature of the business, there are high levels of trade receivables and accrued income at the year end, and therefore a risk that some of these balances may be impaired or irrecoverable. The Group applies its policy for accounting for impairment of these trade receivables as well as expected credit losses whereby debts are assessed and provided against when the recoverability of these balances is considered to be uncertain. This requires the use of estimates based on historical claim and settlement information. Revenue is accrued on a daily basis, after adjustment on a portfolio basis for an estimation of the recovery of credit hire charges based on historical settlement rates. While historical settlement rates form the basis, these are then considered in light of expected settlement activity. It has been assumed that there will be continued improvement in settlement rates as courts increasingly return to normal business. The assumption of improved settlement rate is a significant judgment. This policy also assumes that claims which have settled historically are representative of the trade receivables and accrued income in the balance sheet. This assumption represents a significant judgment. The overall settlement adjustment is made to ensure that revenue is only recognized to the extent that it is highly probable that a significant reversal of revenue will not occur upon settlement of a customer’s claim. Revenue recognized is updated on settlement once the amount of the claim recovered is known. Due to the factors described above, determining the settlement adjustment to revenue, accrued income, and trade receivables involves a high degree of estimation uncertainty which could result in a range of values of adjustment which vary by multiples of materiality. The settlement percentages are sensitive to these estimates. If the settlement percentages applied in calculating revenue were reduced by one percent, it would reduce credit hire revenue and trade receivables and accrued income by two point seven million pounds. The Board considers that these estimates are subject to variation which may vary from between one percent and six percent. A six percent reduction is an approximation that is consistent with the period over the pandemic where settlements were lower due to courts being closed. This is considered to be a cautious downside based on more recent settlement experience and operational changes to the business to facilitate improvements in settlement rates and period. The Group carries an element of accrued income for legal costs, the valuation of which reflects the estimated level of recovery on successful settlement by reference to the lowest level of fees payable by reference to the stage of completion of those credit hire cases. Where there has not been an admission of liability, no value is attributed to those case files. Accrued income is also recognized in respect of serious injury and housing disrepair claims, only where there has been an admission of liability and by reference to the work undertaken in pursuing a settlement for clients, taking into account the risk associated with the individual claim and expected future value of fees from those claims on a claim-by-claim basis. For both credit hire and legal services, the historical settlement rates used in determining the carrying value may differ from the rates at which claims ultimately settle. This represents an area of key estimation uncertainty for the Group. The Group’s principal activities, separated by reportable segments, are described below. Credit hire involves providing vehicle hire for individuals who have had a non-fault accident. Revenue is recognized over time based on the days of hire provided to the customer. Revenue recognition is limited under the variable consideration guidance using an estimate of the recovery of credit hire charges based on historical settlement rates. Legal services revenue comprises a number of obligations including legal services in relation to accident claims, medical and engineer consultations, and arrangement of after-the-event insurance contracts. Revenue from the rendering of legal services to customers is recognized upon delivery of the service to the customer. Due to the No Win No Fee nature of these legal contracts, revenue recognition is constrained to the minimum fee until the amount of settlement is known.
The Group’s revenue for the year from continuing operations is disaggregated into the following segments: Credit hire, seventy-four thousand six hundred eighty-one pounds; Legal services, sixty-three thousand six hundred forty-eight pounds; Total, one hundred thirty-eight thousand three hundred twenty-nine pounds. The collection of cash for performance of the Group’s obligations does not occur until after settlement of the related claim. This causes a timing difference between the performance and receipt of cash resulting in the Group recognizing the following contract related balances: Net trade receivables, one hundred sixty-five thousand three hundred sixty-eight pounds; Accrued income, fifty-four thousand seven hundred seventy-eight pounds; Total, two hundred twenty thousand one hundred forty-six pounds. The accrued income contract assets primarily relate to the Group’s consideration for on-hire vehicles and legal services for work completed where the case is still outstanding. These balances are transferred to trade receivables once a vehicle becomes off-hire or a legal claim settlement is agreed. The Group’s reportable segments are as follows: the provision of credit hire vehicles to individuals who have had a non-fault accident and associated legal services in support of the individual provided with a vehicle by the Group and other legal service activities. Management monitors the operating results of business segments separately for the purpose of making decisions about resources to be allocated and of assessing performance. The Group’s expenses by nature include staff costs and other costs of sales. Administrative expenses are comprised of staff costs and other administrative expenses. Operating profit is arrived at after charging depreciation on owned assets, depreciation on right of use assets, and amortization. Share based payment credit charge 175 378 Gain on disposal of property, plant and equipment 295 188 There were no non-recurring costs in the year ended 31 December 2022 or 2021. Included in the above are the costs associated with the following services provided by the Company’s auditor: 2022 £000s 2021 £000s Audit services Audit of the Company and the consolidated financial statements 70 50 Audit of the Company’s subsidiaries 170 120 Total audit fees 240 170 All other services – – Total fees payable to the Company’s auditor 240 170 Finance Costs All financing costs arise from financial liabilities measured at amortised cost. 2022 £000s 2021 £000s Finance costs Interest on lease liabilities 1,100 1,014 Interest expense on other financing liabilities 5,200 2,590 Other interest payable 23 – Total finance costs 6,323 3,604 Notes to the Consolidated Financial Statements continued for year ended 31 December 2022 Overview Strategic Report Governance Financial Statements Staff Costs The aggregate payroll costs including Directors’ remuneration were as follows: 2022 £000s 2021 £000s Wages and salaries 35,643 30,689 Social security costs 3,756 3,030 Pension costs defined contribution scheme 591 569 39,990 34,288 Split as follows: Cost of sales 3,839 2,957 Administrative costs 36,151 31,331 39,990 34,288 The average number of persons employed by the Group including Directors during the year analysed by category was as follows: 2022 No 2021 No Distribution staff 101 103 Administrative staff 896 823 997 926 Directors and Key Management Personnel Remuneration Key management personnel are those persons having authority and responsibility for planning directing and controlling the activities of the Group including the Directors of the Group. The Directors’ remuneration is disclosed in the Remuneration Committee Report on pages 46 to 49. The key management remuneration for the year was as follows: 2022 £000s 2021 £000s Wages and salaries 3,288 3,066 Social security costs 438 381 Pension costs defined contribution scheme 11 19 Share based payments 43 275 Total employee benefits 3,694 3,741 In respect of the highest paid Director: 2022 £000s 2021 £000s Remuneration 1,085 752 Pension contributions – Anexo Group Plc Annual Report 2022 Corporation Tax Tax charged to profit or loss is as follows: 2022 £000s 2021 £000s Current taxation UK corporation tax 4,616 4,653 UK corporation tax adjustment to prior periods – 55 4,616 4,598 Deferred taxation Arising from the origination and reversal of temporary differences – – 4,616 4,598 The actual tax charge is higher than the standard rate of corporation tax in the UK applied to the profit before tax 2021 higher.
The differences are reconciled below: 2022 £000s 2021 £000s Profit before tax 24,093 23,746 Corporation tax at standard rate 19% 4,560 4,512 Effect of expenses not deductible for tax purposes 65 96 Effect of capital allowances and depreciation 9 45 Over under provision of tax charge in prior year – 55 Total tax charge 4,616 4,598 Earnings Per Share Number of shares: 2022 No 2021 No Weighted number of ordinary shares outstanding 117,492,721 116,000,000 Effect of dilutive options – 2,200,000 Weighted number of ordinary shares outstanding diluted 117,492,721 118,200,000 Earnings £000s £000s Profit basic and diluted 19,477 19,148 Profit adjusted and diluted 19,302 19,526 Earnings per share Pence Pence Basic earnings per share 16.6 16.5 Adjusted earnings per share 16.5 16.8 Diluted earnings per share 16.6 16.2 Adjusted diluted earnings per share 16.5 16.5 The adjusted profit after tax for 2022 and adjusted earnings per share are shown before share based payment credit of £0.2 million 2021 Charge of £0.4 million. The Directors believe that the adjusted profit after tax and the adjusted earnings per share measures provide additional useful information for shareholders on the underlying performance of the business. These measures are consistent with how underlying business performance is measured internally. The adjusted profit after tax measure is not a recognised profit measure under IFRS and may not be directly comparable with adjusted profit measures used by other companies. Notes to the Consolidated Financial Statements continued for year ended 31 December 2022 Dividends Dividends reported in 2022 totalled £1.18 million and in 2021 totalled £1.74 million. The Group did not pay an interim dividend in relation to 2022 2021 nil per share. The Board is pleased to propose a final dividend of 1.5p per share £1.8 million which if approved at the Annual General Meeting to be held on 15 June 2023 will be paid on 23 June 2023 to those shareholders on the register at the close of business on 26 May 2023. The shares will become ex-dividend on 25 May 2023 2021 total dividend 1.5p per share £1.8 million. The aggregate amount expected to be paid but not recognised as a liability at the reporting date is £1.8 million 2021 £1.18 million. Property Plant and Equipment Right of use assets £000s Property improvements £000s Fixtures fittings and Equipment £000s Office equipment £000s Total £000s Cost At 1 January 2021 24,693 492 2,675 878 28,738 Additions 12,607 2 450 85 13,144 Disposals 7,656 – – 334 7,990 At 31 December 2021 29,644 494 3,125 629 33,892 Additions 7,026 143 319 289 7,777 Disposals 8,684 – – – 8,684 At 31 December 2022 27,986 637 3,444 918 32,985 Depreciation At 1 January 2021 11,612 297 859 702 13,470 Charge for year 8,039 25 559 69 8,692 Eliminated on disposal 6,903 – – 334 7,237 At 31 December 2021 12,748 322 1,418 437 14,925 Charge for the year 9,981 35 596 119 10,731 Eliminated on disposal 7,400 – – – 7,400 At 31 December 2022 15,329 357 2,014 556 18,256 Carrying amount At 31 December 2022 12,657 280 1,430 362 14,729 At 31 December 2021 16,896 172 1,707 192 18,967 Motor vehicles are all financed and as such are included in the right of use assets column above. Property plant and equipment includes right of use assets with carrying amounts as follows: Land and Buildings £000 Motor vehicles £000 Total £000 Right of use assets At 1 January 2021 5,100 7,981 13,081 Depreciation charge for the year 950 7,089 8,039 Additions to right of use assets – 12,607 12,607 Disposals of right of use assets – 753 753 At 31 December 2021 4,150 12,746 16,896 Depreciation charge for the year 820 9,161 9,981 Additions to right of use assets – 7,026 7,026 Disposals of right of use assets – 1,284 1,284 At 31 December 2022 3,330 9,327 12,657 Anexo Group Plc Annual Report 2022 Intangibles Intangible assets Software licences £000s Cost At 1 January 2021 361 Additions 91 At 31 December 2021 452 Additions – At 31 December 2022 452 Amortisation At 1 January 2021 127 Charge for year 137 At 31 December 2021 264 Charge for the year 117 At 31 December 2022 381 Carrying amount At 31 December 2022 71 At 31 December 2021 188 Software licence assets relate to investments made in third party software packages and directly attributable external personnel costs in implementing those platforms. The amortisation charge is recognised in administration costs in the income statement.
Trade and Other Receivables 2022 £000s 2021 £000s Gross claim value 393,560 325,260 Settlement adjustment on initial recognition 203,518 151,507 Trade receivables before impairment provision 190,042 173,753 Provision for impairment of trade receivables 24,674 27,360 Net trade receivables 165,368 146,393 Accrued income 54,778 39,431 Prepayments 1,603 1,849 Other debtors 523 461 222,272 188,134 The Group’s exposure to credit and market risks including impairments and allowances for credit losses relating to trade and other receivables is disclosed in the financial risk management and impairment of financial assets note. Whilst credit risk is considered to be low the market risks inherent in the business pertaining to the nature of legal and court cases and ageing thereof is a significant factor in the valuation of trade receivables. Average gross debtor days calculated on a count back basis were 464 at 31 December 2022 and 432 at 31 December 2021. Notes to the Consolidated Financial Statements continued for year ended 31 December 2022 Age of net trade receivables 2022 £000s 2021 £000s Within 1 year 92,497 83,166 1 to 2 years 39,606 34,931 2 to 3 years 18,259 19,716 3 to 4 years 12,251 7,524 Over 4 years 2,755 1,056 165,368 146,393 Average age days 464 432 The provision for impairment of trade receivables is the difference between the carrying value and the present value of the expected proceeds. The Directors consider that the fair value of trade and other receivables is not materially different from the carrying value. Movement in provision for impairment of trade receivables 2022 £000s 2021 £000s Opening balance 27,360 21,016 Increase in provision 5,422 10,635 Utilised in the year 8,108 4,291 24,674 27,360 Cash and Cash Equivalents 2022 £000s 2021 £000s Cash at bank 9,049 7,562 9,049 7,562 Share Capital and Reserves 2022 £000s 2021 £000s Share capital allotted called up and fully paid 118 million ordinary shares of 0.05 pence each 2021 116 million ordinary shares of 0.05 pence each 59 58 Share premium 16,161 16,161 Anexo Group Plc Annual Report 2022 Share Capital and Reserves continued Share capital On 20 June 2018 the Company was admitted to trading on AIM. On this date the Company issued 10 million ordinary shares of 0.05 pence each with a nominal value of £5,000. Prior to this date the Company had issued 100 million ordinary shares of 0.05 pence each with a nominal value of £50,000 in relation to the incorporation of the Company and the purchase of its subsidiaries Edge Vehicles Rentals Group Limited Bond Turner Limited Direct Accident Management Limited IGCA 2013 Limited Professional and Legal Services Limited and AMS Legal Services Limited. As a result of these transactions the issued share capital at 31 December 2018 and 2019 comprised 110 million ordinary shares of 0.05 pence each with a nominal value of £55,000. On 20 May 2020 the Company issued a further 6.0 million ordinary shares of 0.05 pence each at a price of 125 pence per share generating £6.9 million of funds after expenses. On 6 April 2022 the Company issued 1,990,294 ordinary shares of 0.05 pence each exchanging these for C shares in Edge Vehicles Rentals Group Limited in settlement of the MIP see note 19. Share premium The share premium reserve contains the premium arising on the issue of equity shares net of issue expenses incurred by the Company. The 10 million ordinary shares of 0.05 pence each with a nominal value of £5,000 were issued at a price of 100 pence per share on 20 June 2018 giving rise to share premium of £10.0 million against which expenses of £765,000 were written off giving rise to a balance of £9,235,000 net of expenses. The 6.0 million ordinary shares of 0.05 pence each with a nominal value of £3,000 were issued at a price of 125 pence per share on 20 May 2020 giving rise to share premium of £7.5 million against which expenses of £574,000 were written off giving rise to a balance of £6,926,000 net of expenses. Share based payment reserve Share based payment reserve represents the cumulative share based payment expense for the Group’s share option schemes. Retained earnings The movement on retained earnings is as set out in the statement of changes in equity. Retained earnings represent cumulative profits or losses net of dividends and other adjustments.
Share Based Payments The movement in awards during the year was: 2022 £000s 2021 £000s Opening balance 2,077 1,699 Credit charge arising during the year 175 378 Transfer of share based payment reserve 1,902 Closing balance – 2,077 Executive Growth Share Plan MIP The Company through its subsidiary Edge Vehicles Rentals Group Limited EVRGL granted MIP awards on 20 June 2018 to key employees MIP Participants. Under the scheme MIP Participants have been granted C ordinary shares in the EVRGL which can be exchanged for Anexo Group Plc shares or disposed of for cash if the Group achieves set profit after tax targets as evidenced in the Group’s audited results as follows: £9.9 million for 31 December 2018 £11.9 million for 31 December 2019 and £13.9 million for 31 December 2020. Assuming performance targets are met MIP Participants may receive 50% of their award during the Accounting Year ended 31 December 2021 and the remaining 50% in subsequent accounting periods. MIP Participants may receive 100% of their MIP award in the Accounting Period ended 31 December 2024 to the extent not previously received. Management intend to settle the scheme in Anexo Group Plc shares. As at 31 December 2022 there were £Nil MIP awards outstanding 2021 2.2 million. Notes to the Consolidated Financial Statements continued for year ended 31 December 2022 The MIP awards were valued using the Black Scholes model. Expected volatility was determined by management using comparator volatility as a basis. The expected life of the award was determined based on management’s best estimate. The expected dividend yield was based on the anticipated dividend policy of the Company over the expected life of the awards. The risk free rate of return input into the model was a zero coupon government bond with a life in line with the expected life of the options. The inputs to the model based on the awards being equity settled were as follows: Award MIP Vest 1 MIP Vest 2 Settlement Equity settled Equity settled Valuation date 20 June 2018 20 June 2018 Award date 20 June 2018 20 June 2018 Expected vesting date 1 March 2021 1 January 2022 Expected settlement date 1 March 2021 1 January 2022 Expected term 2.7 3.5 Model used for valuation Black Scholes Black Scholes Share price at valuation date 1.00 1.00 Exercise price N/A N/A Risk free rate 0.82% 0.89% Dividend yield 1.59% 1.59% Expected volatility 24.75% 23.48% Fair value of one share £0.96 £0.95 The Group recognised a total credit of £175,000 during the year 2021 charge of £378,000 relating to equity settled share based payments. Borrowings 2022 £000s 2021 £000s Non current loans and borrowings Lease liabilities 7,176 8,430 Revolving credit facility 10,000 10,000 Other borrowings 15,000 3,814 32,176 22,244 Current loans and borrowings Lease liabilities 6,403 8,833 Invoice discounting facility 30,562 29,258 Other borrowings 13,032 9,241 49,997 47,332 Direct Accident Management Limited uses an invoice discounting facility which is secured on the trade receivables of that company. Security held in relation to the facility includes a debenture over all assets of Direct Accident Management Limited dated 11 October 2016, extended to cover the assets of Anexo Group Plc and Edge Vehicles Rentals Group Limited from 20 June 2018 and 28 June 2018 respectively, as well as a cross corporate guarantee with Professional and Legal Services Limited dated 21 February 2018. At the end of December 2022, Direct Accident Management Limited has availability within the invoice discounting facility of 0.9 million pounds (2021: 1.3 million pounds). In July 2020, Direct Accident Management Limited secured a 5.0 million pounds loan facility from Secure Trust Bank Plc, under the Government’s CLBILS scheme. The loan was secured on a repayment basis over a three year period, with a three month capital repayment holiday. Direct Accident Management Limited is also party to a number of leases which are secured over the respective assets funded. Anexo Group Plc Annual Report 2022. Borrowings continued. The revolving credit facility is secured by way of a fixed charge dated 26 September 2019, over all present and future property, assets and rights including uncalled capital of Bond Turner Limited, with a cross company guarantee provided by Anexo Group Plc. The loan is structured as a revolving credit facility which is committed for a three year period, until 13 October 2024, with no associated repayments due before that date. Interest is charged at 3.25% over the respective rate. The facility was fully drawn down as at 31 December 2022 and 2021.
In July 2020, Anexo Group Plc secured a loan of 2.1 million pounds from a specialist litigation funder to support the investment in marketing costs associated with the VW Emissions Class Action. The terms of the loan are that interest accrues at the rate of 10% per annum, with maturity three years from the date of receipt of funding with an option to repay early without charge. In addition to the interest charges, the loan attracts a share of the proceeds to be determined by reference to the level of fees generated for the Group. In November 2021, a further 3.0 million pounds loan was sourced from certain of the principal shareholders and Directors of the Group to support the investment in 2022 of the Mercedes Benz emissions claim. The terms of the loan are that interest accrues at the rate of 10% per annum, with maturity two years from the date of receipt of funding with an option to repay early without charge. In addition to the interest charges, the loan attracts a share of the proceeds to be determined by reference to the level of fees generated for the Group. There has been no adjustment to increase the liability for either of these loans for the share of proceeds as no settlement has yet been reached. In March 2022, the Group secured a loan of 7.5 million pounds from Blazehill Capital Finance Limited, with an additional 7.5 million pounds drawn in September 2022, the total balance drawn at 31 December 2022 was 15.0 million pounds. The loan is non amortising and committed for a three year period. Interest is charged and paid monthly at 13% above the central bank rate. The facility is secured by way of a fixed charge dated 29 March 2022, over all present and future property, assets and rights including uncalled capital of Direct Accident Management Limited, with a cross company guarantee provided by Anexo Group Plc. In October 2022, the Group secured a loan of 4.7 million pounds from Premium Credit, the loan is unsecured and amortising over a 12 month period. The loans and borrowings are classified as financial instruments and are disclosed in the financial instruments note. The Group’s exposure to market and liquidity risk, including maturity analysis, in respect of loans and borrowings is disclosed in the financial risk management and impairment of financial assets note. The Group’s banking arrangements provided by Secure Trust Bank Plc, HSBC Bank Plc and Blazehill Capital Limited are subject to monitoring through financial performance measures or covenants. The Secure Trust facility includes the following covenants, all of which are tested monthly: a number of individual measures focused on the relationship between cash collections and funding levels, settlement rates, hire periods, disbursement spending, vehicle numbers and utilisation. The Blazehill facility includes the following covenants, all of which are tested monthly: Group EBITDA to be not less than 80% of forecast, cash collections to be not less than 80% of forecast, investment in Group capex to not exceed 120% of forecast testing over a rolling three months, minimum Group liquidity to exceed 2.8 million pounds at any time. The HSBC facility includes the following covenants, which are tested quarterly for a rolling 12 month period on the results for Bond Turner Limited: interest cover to exceed four times, leverage to exceed two times. Notes to the Consolidated Financial Statements continued for year ended 31 December 2022. Overview Strategic Report Governance Financial Statements. During the year, certain of the measures and covenants within the Secure Trust facility came under pressure and required action by the Group which included a regular dialogue between all parties to ensure that the reasons behind the breaches were fully understood, agreed and ultimately waived, certain of which varied during the year based on our discussions with Secure Trust. All the required waivers were fully in place post year end. A facility from Secure Trust of 40.0 million pounds at 31 December 2022 was already classified as repayable on demand so was not impacted. There were no such breaches within either of the Blazehill or HSBC facilities, all such covenants being met during the year. Changes in liabilities arising from financing activities. Invoice discounting facility, lease liabilities, other borrowings. Balance at 1 January 2021 16,341, 13,698, 18,634. Cash flows. Proceeds from new loans 12,917, repayment of borrowings, lease payments, non-cash changes. Balance at 31 December 2021 29,258, 17,263, 23,055. Cash flows. Proceeds from new loans 1,304, repayment of borrowings, lease payments, non-cash changes.
Balance at 31 December 2022 30,562, 13,579, 38,032. Deferred Tax. The following is an analysis of the deferred tax liabilities, net of deferred tax assets: 2022, 2021. Total balance brought forward 80, credit or charge to profit or loss, total deferred tax asset or liability at end of period 80. The deferred tax included in the statement of financial position is as follows: 2022, 2021. Included in non-current assets 112, included in non-current liabilities 32, credit or charge to profit or loss. There is no unrecognised deferred tax in the current period for the Group. Deferred taxes at 31 December 2022 and 31 December 2021 have been measured using the enacted tax rates at that date and are reflected in these financial statements on that basis. Following the March 2021 Budget, the tax rate effective from 1 April 2023 increases from the current 19% to 25%. Anexo Group Plc Annual Report 2022. Leases. Lease liabilities. The Group leases a number of office and other premises as well as the motor vehicle fleet under non-cancellable lease agreements. The total future value of minimum lease payments is as follows: 2022, 2021. Total lease liabilities not later than 1 year 6,403, later than 1 and not later than 5 years 5,413, over 5 years 1,763. The carrying value of those assets reported as right of use are reported in note 14. The following relates to lease liabilities: 2022, 2021. Total lease liabilities depreciation charge 9,981, interest expense 1,100, total cash outflows capital and interest 11,375. Pension and Other Schemes. The Group operates a defined contribution pension scheme which is available to all employees. The assets of the scheme are held separately from those of the Group in independently administered funds. The pension cost charge for the year represents contributions payable by the Group to the scheme and amounted to 591,000 pounds (2021: 569,000 pounds). Trade and Other Payables. 2022, 2021. Trade payables 3,266, accruals and deferred income 4,358, social security and other taxes 3,305, other creditors 2,296. The fair value of the trade and other payables classified as financial instruments are disclosed in the financial instruments note. The Directors consider that the fair value of trade and other payables is not materially different from the carrying value. The Group’s exposure to market and liquidity risks related to trade and other payables is disclosed in the financial risk management and impairment of financial assets note. The Group pays its trade payables on terms that vary by supplier and as such trade payables are not yet due at the reporting date. Notes to the Consolidated Financial Statements continued for year ended 31 December 2022. Related Party Disclosures. The following related party transactions were undertaken during the period: The Group has entered into formal leases and occupies premises owned by a Director. Rent and service charges of 115,000 pounds (2021: 51,000 pounds) were charged under these arrangements. At the reporting date the amounts due under these lease arrangements to the Director were nil (2021: nil). At the reporting date nil in loan liabilities were due to a company connected through common directorship (2021: 150,000 pounds), the balance remains outstanding but is no longer a related party balance. The loan is unsecured and interest is accruing at the rate of 10% per annum. At the reporting date 1,250,000 pounds in loan liabilities were due to certain Directors of the Company (2021: 1,750,000 pounds), in addition a further 1,250,000 pounds in loan liabilities were due to a company connected through common directorships (2021: 1,250,000 pounds). The loans are unsecured and interest is payable quarterly at the rate of 10% per annum. Further details are included in note 20. Including accrued interest the total amounts outstanding at 31 December 2022 totalled 2.8 million pounds (2021: 3.0 million pounds). No repayments were made during the year (2021: nil). During the year the Group recharged the lease of a vehicle to Directors and close family members of Directors to the value of 10,240 pounds (2021: 10,240 pounds). All amounts were received in the period and nil amount outstanding at the year end. This transaction is deemed to have been at arm’s length. During the year the Group incurred consulting costs from a company connected through common directorships to the value of 50,000 pounds (2021: nil). All amounts were paid in the period and nil amount outstanding at the year end. This transaction is deemed to have been at arm’s length. Financial Instruments.
In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments. Note 27 describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. The significant accounting policies regarding financial instruments are disclosed in note 2. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous years unless otherwise stated in note 27. The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: Loans and receivables held at amortised cost. 2022, 2021. Cash and cash equivalents 9,049, trade and other receivables 165,891, accrued income 54,778. Financial liabilities held at amortised cost. 2022, 2021. Trade and other payables 9,920, borrowings 82,173. There is no significant difference between the fair value and carrying value of financial instruments. The 2021 amounts have been restated so as to correctly exclude social security and other taxes and include accruals. Financial Risk Management and Impairment of Financial Assets. General objectives, policies and processes. The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, while retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group’s finance function. The Board receives regular reports from the Finance Director through which it reviews the effectiveness of processes put in place and the appropriateness of the objectives and policies it sets. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below: Credit risk and impairment. Credit risk arises principally from the Group’s trade and other receivables. It is the risk that the counterparty fails to discharge its obligation in respect of the instrument. The maximum exposure to credit risk equals the carrying value of these items in the financial statements. Credit risk with cash and cash equivalents is reduced by placing funds with banks with high credit ratings. A financial asset is in default when the counterparty fails to pay its contractual obligations. The Group is not significantly exposed to credit risk due to the nature of the counterparties from which it collects its trade receivables and contract assets; cash is primarily collected from insurance providers after settlement of a customer’s accident claim. The Group monitors its exposure to credit risk by reviewing outstanding debtors by insurance provider. The majority of the collection risk for trade receivables and contracts assets arises from the uncertainty of settlement for each claim, which is considered as part of the revenue accounting, rather than in the expected credit loss assessment. Based on past history management does not have a significant history of writing off receivables due to default. Liquidity risk. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The Board receives cash flow projections on a regular basis which are monitored regularly. The Board will not commit to material expenditure in respect of its ongoing development programme prior to being satisfied that sufficient funding is available to the Group to finance the planned programmes or from headroom within its existing facilities. The following table sets out the undiscounted contractual maturities of financial liabilities and the associated interest incorporated: At 31 December 2022. Up to 12 months, 9,920. Loans and borrowings 36,061, 52,203, 2,134. Total 45,981, 52,203, 2,134. At 31 December 2021 (as restated). Up to 12 months, 10,764. Loans and borrowings 49,950, 21,664, 2,169. Total 60,714, 21,664, 2,169. The comparative figures have been adjusted to include the impact of contractual interest. Capital risk management. The Group considers its capital to comprise its ordinary share capital and retained profits as its equity capital. In managing its capital, the Group’s primary objective is to provide return for its equity shareholders through capital growth and future dividend income. The Group’s policy is to seek to maintain a gearing ratio that balances risks and returns at an acceptable level and also to maintain a sufficient funding base to enable the Group to meet its working capital and strategic investment needs.
In making decisions to adjust its capital structure to achieve these aims, either through new share issues or the issue of debt, the Group considers not only its short-term position but also its long-term operational and strategic objectives. Details of the Group’s capital are disclosed in the Statement of Changes in Equity. There have been no other significant changes to the Group’s management objectives, policies and procedures in the year nor has there been any change in what the Group considers to be capital. Currency risk. The Group is not exposed to any significant currency risk. The Group also manages its currency exposure by retaining its cash balances in Sterling. Post Balance Sheet Events. On 8 March 2023, the High Court handed down a judgment granting a Group Litigation Order. The application, brought by Leigh Day and Pogust Goodhead, sought permission to launch a class action lawsuit against Mercedes Benz for alleged subversion of key air pollution tests by using special software to reduce emissions of nitrous oxides under test conditions. Following the success of this application, on 14 April 2023 the Board confirmed that the Group intends to pursue litigation against Mercedes and has already secured over 12,000 claims through internal resources and via social media. Proceedings have been issued against Mercedes and its affiliates in the High Court, alongside more than. 12,000 other claimants. The claim will be formally served on the defendants in early summer 2023. The judge at the hearing set out a timetable for the progress of the claim. The order setting out these measures needs to be confirmed by the president of the High Court King's Bench Division, an event expected in spring 2023. A steering committee has now been formed to represent the best interests of all claimants and Bond Turner is a member of the claimant solicitors' committee. The board remains confident that these cases have the potential to be of significant value to both the claimants and the group. On 14 April 2023, Mark Fryer resigned with immediate effect as chief financial officer and as a director and left the group. Gary Carrington was appointed to the position of interim chief financial officer on the same day and on 18 April 2023 was appointed a director of the group. Anexo Group Plc Annual Report 2022 86 Assets Note 2022 £000s 2021 £000s Non-current assets Investments in subsidiaries 4 91,902 92,077 91,902 92,077 Current assets Trade and other receivables 5 20,459 25,141 Corporation tax recoverable 606 Cash and cash equivalents 4,816 61 25,881 25,202 Total assets 117,783 117,279 Equity and liabilities Equity Share capital 8 59 58 Share premium 8 16,196 16,196 Merger reserve 8 89,924 89,924 Share based payment reserve 8 2,077 Retained earnings 1,362 3,143 Equity attributable to the owners of the company 107,541 111,398 Non-current liabilities Borrowings 7 3,000 Current liabilities Borrowings 7 9,858 2,471 Trade and other payables 6 384 410 Corporation tax liability 10,242 2,881 Total liabilities 10,242 5,881 Total equity and liabilities 117,783 117,279 The company's result for the year ended 31 December 2022 was a loss of £2.5 million 2021: Loss of £0.1 million. The notes on pages 88 to 92 form an integral part of these financial statements. The financial statements were approved by the board of directors and authorised for issue on 9 May 2023. They were signed on its behalf by Gary Carrington Chief Financial Officer 9 May 2023 Company Number 11278719 Company Statement of Financial Position as at 31 December 2022 87 Overview Strategic Report Governance Financial Statements Share Capital £000s Share Premium £000s Merger Reserve £000s Share Based Payments Reserve £000s Retained Earnings £000s Total £000s At 1 January 2021 58 16,196 89,924 1,699 4,965 112,842 Issue of share capital Increase in share premium Loss for the year and total comprehensive income 82 Dividends 1,740 Share based payment charge 378 At 31 December 2021 58 16,196 89,924 2,077 3,143 111,398 Issue of share capital 1 Loss for the year and total comprehensive income 2,503 Share based payment credit 175 Transfer of share based payment reserve 1,902 Dividends 1,180 At 31 December 2022 59 16,196 89,924 1,362 107,541 Company Statement of Changes in Equity for the year ended 31 December 2022 Anexo Group Plc Annual Report 2022 88 1. Significant Accounting Policies Basis of preparation The separate financial statements of the company are presented as required by the Companies Act 2006. As permitted by that act, the separate financial statements have been presented in accordance with FRS 101: Reduced Disclosure Framework.
The company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual Statement of Total Comprehensive Income and related notes that form part of these approved financial statements. The financial statements have been prepared on a historical cost basis. The principal accounting policies adopted are the same as those set out in note 1 and 2 to the consolidated financial statements except that investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment. Impairment of amounts due from subsidiaries Amounts due from subsidiaries are considered to have low credit risk, and the loss allowance recognised during the period is therefore limited to 12 months expected credit losses. Management consider low credit risk to be when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term. No expected credit loss has been recognised as the amount is considered to be immaterial. Reduced disclosures The figures presented in relation to the company's financial statements have been prepared in accordance with FRS 101: Reduced Disclosure Framework. In accordance with FRS 101 the following exemptions from the requirements of IFRS have been applied in the preparation of the company financial statements and, where relevant, equivalent disclosures have been made in the consolidated financial statements of the company: presentation of a company cash flow statement and related notes; disclosure of the objectives, policies and processes for managing capital; disclosure of the categories of financial instruments and nature and extent of risks arising on these financial instruments; disclosure of key management compensation; related party disclosures in respect of transactions with the company and wholly owned members of the group; and disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date. The financial statements of the company are consolidated within these financial statements which will be publicly available from Companies House, Crown Way, Cardiff, CF14 3UZ following their approval by shareholders. 2. Operating Profits The auditor's remuneration for audit services to the company was £70,000 2021: £50,000. 3. Staff Costs The aggregate payroll costs including directors' remuneration were as follows: 2022 £000s Restated 2021 £000s Wages and salaries 2,401 2,165 Social security costs 344 278 Pension costs, defined contribution scheme 9 9 2,754 2,452 Notes to the Company Financial Statements for year ended 31 December 2022 89 Overview Strategic Report Governance Financial Statements The average number of persons employed by the company including directors during the year, analysed by category was as follows: 2022 No 2021 No Administrative staff 7 10 7 10 In respect of the highest paid director: 2022 £000s 2021 £000s Remuneration 1,085 752 Pension contributions 1 1,085 753 Further details of the costs of the directors of the company and the highest paid directors are included in the Remuneration Committee Report on pages 46 to 49. Note the remuneration of the highest paid director in 2022 includes £665,000 relating to the issue of shares under the MIP 2021: £Nil. 4. Details of Related Undertakings All of the subsidiaries have been included in the consolidated financial statements. The subsidiaries held during the year are set out below: Subsidiary Principal Activity Registered Office Country of Incorporation % shares Edge Vehicles Rentals Group Limited Intermediate holding company Maurant Governance Services Jersey 100% Bond Turner Limited Legal practice The Plaza, Liverpool UK 100% Direct Accident Management Limited Credit hire business Ormskirk UK 100% Professional and Legal Services Limited Medico legal business Ormskirk UK 100% IGCA 2013 Limited Administrators for ATE insurers The Plaza, Liverpool UK 100% AMS Legal Services Limited Dormant The Plaza, Liverpool UK 100% All shares held by the company are ordinary equity shares, the percentage holding representing voting rights. The ownership of Edge Vehicles Rentals Group Limited and Bond Turner Limited by Anexo Group Plc is direct, ownership of the other subsidiary companies is indirect. Professional and Legal Services Limited and IGCA 2013 Limited have taken the subsidiary exemption from audit in respect of the year ended 31 December 2022 and 2021 under section 479A of the Companies Act 2006. Anexo Group Plc Annual Report 2022 904.
Details of Related Undertakings continued Investments in subsidiaries during the year was as follows: £000s Cost At 1 January 2021 101,699 Additions 378 At 31 December 2021 102,077 Reversal of share based payment charge contribution 175 At 31 December 2022 101,902 Impairment At 1 January 2021 10,000 Impairment in the year 10,000 At 31 December 2021 10,000 Impairment in the year 10,000 At 31 December 2022 10,000 Net Book Value At 31 December 2022 91,902 At 31 December 2021 92,077 5. Trade and Other Receivables 2022 £000s 2021 £000s Amounts due from subsidiary undertakings 20,231 25,050 Other debtors 228 91 20,459 25,141 6. Trade and Other Payables 2022 £000s 2021 £000s Trade payables 77 130 Other tax and social security 30 75 Accruals 277 205 384 410 7. Borrowings In July 2020 Anexo Group Plc secured a loan of £2.1 million from a specialist litigation funder to support the investment in marketing costs associated with the VW emissions class action. The terms of the loan are that interest accrues at the rate of 10% per annum, with maturity three years from the date of receipt of funding with an option to repay early without charge, the total balance outstanding at 31 December 2022, including accrued interest being £2.8 million. In addition to the interest charges the loan attracts a share of the proceeds to be determined by reference to the level of fees generated for the group. In November 2021 a further £3.0 million loan was sourced from certain of the principal shareholders and directors of the group to support the investment in 2022 of the Mercedes Benz emissions claim. The terms of the loan are that interest accrues at the rate of 10% per annum, with maturity two years from the date of receipt of funding with an option to repay early without charge. In addition to the interest charges the loan attracts a share of the proceeds to be determined by reference to the level of fees generated for the group. At 31 December 2022 the loan balance was £3.4 million including accrued interest. Notes to the Company Financial Statements continued for year ended 31 December 2022 91 Overview Strategic Report Governance Financial Statements In October 2022, the group secured a loan of £4.7 million from Premium Credit, the loan is unsecured and amortising over a 12 month period. At 31 December 2022 the amount outstanding was £3.7 million. 8. Share Capital and Reserves 2022 £000s 2021 £000s Share capital allotted, called up and fully paid 118 million ordinary shares of 0.05 pence each 59 58 Share premium 16,196 16,196 Share capital On 20 June 2018 the company was admitted to trading on AIM. On this date the company issued 10 million ordinary shares of 0.05 pence each with a nominal value of £5,000. Prior to this date the company had issued 100 million ordinary shares of 0.05 pence each with a nominal value of £50,000 in relation to the incorporation of the company and the purchase of its subsidiaries, Edge Vehicles Rentals Group Limited, Bond Turner Limited, Direct Accident Management Limited, IGCA 2013 Limited, Professional and Legal Services Limited and AMS Legal Services Limited. As a result of these transactions the issued share capital at 31 December 2019 comprised 110 million ordinary shares of 0.05 pence each with a nominal value of £55,000. On 20 May 2020, the company issued a further 6.0 million ordinary shares of 0.05 pence each at a price of 125 pence per share generating £7.0 million of funds after expenses. On 6 April 2022, the company issued 1,990,294 ordinary shares of 0.05 pence each exchanging these for C shares in Edge Vehicles Rentals Group Limited in settlement of the MIP. Share premium The share premium reserve contains the premium arising on the issue of equity shares, net of issue expenses incurred by the company. The 10 million ordinary shares of 0.05 pence each with a nominal value of £5,000 were issued at a price of 100 pence per share on 20 June 2018 giving rise to share premium of £9,270,000 net of expenses. The 6.0 million ordinary shares of 0.05 pence each with a nominal value of £3,000 were issued at a price of 125 pence per share on 20 May 2020 giving rise to share premium of £7.5 million against which expenses of £574,000 were written off giving rise to a balance of £6,926,000 net of expenses.
Merger reserve The merger reserve arose on the purchase of the subsidiaries, Edge Vehicles Rentals Group Limited, Bond Turner Limited, Direct Accident Management Limited, IGCA 2013 Limited, Professional and Legal Services Limited and AMS Legal Services Limited. The merger reserve represents the difference between the cost value of the shares acquired less the cost value of the shares issued for the purchase of each company and the stamp duty payable in respect of these transactions. Share-based payment reserve Share-based payment reserve represents the cumulative share-based payment expense for the group's share option schemes. Details of the share-based payment schemes and associated charges are set out in note 19 of the group financial statements. Retained earnings The movement on retained earnings is as set out in the statement of changes in equity. Retained earnings represent cumulative profits or losses, net of dividends and other adjustments. Subsequent to the year end, the company received dividend income from a subsidiary undertaking of £10.0 million which created distributable reserves for onward distribution. Anexo Group Plc Annual Report 2022 929. Related Party Transactions Details of the company's interests in subsidiaries, who are regarded as related parties, are provided in note 4. Transactions during the year with subsidiaries are summarised below: Management charges £000s Interest charges £000s Charges to the company from subsidiaries £000s 2022 1,800 2021 1,800 At the reporting date £1,250,000 in loan liabilities were due to certain directors of the company 2021: £1,750,000, in addition a further £1,250,000 in loan liabilities were due to a company connected through common directorships 2021: £1,250,000. The loans are unsecured and interest is payable quarterly at the rate of 10% per annum. Further details are included in note 20 to the consolidated financial statements. Amounts due from subsidiaries at 31 December 2022 and 31 December 2021 are included in note 6. Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. 10. Ultimate Controlling Party The ultimate controlling party is Alexander Maria Paiusco by virtue of his shareholding, which is held through DBAY Advisors Limited. 11. Contingent Liability The company has provided security through a cross company guarantee to support the loan drawn by Bond Turner Limited, a subsidiary. The value of the loan at the year-end was £10.0 million 2021: £10.0 million. The company has also provided security through a cross company guarantee to support the amount drawn by Direct Accident Management Limited and Professional and Legal Services Limited under the Secure Trust Bank plc invoice discounting facility. The amounts drawn under this agreement totalled £30.6 million at the year-end 2021: £29.3 million. The company has also provided security through a cross company guarantee to support the amount drawn by Direct Accident Management Limited under the Blazehill Capital facility. The amounts drawn under this agreement totalled £15.0 million at the year-end 2021: £Nil. 12. Post Balance Sheet Events On 8 March 2023, the High Court handed down a judgment granting a Group Litigation Order. The application, brought by Leigh Day and Pogust Goodhead, sought permission to launch a class action lawsuit against Mercedes Benz for alleged subversion of key air pollution tests by using special software to reduce emissions of nitrous oxides under test conditions. Following the success of this application, on 14 April 2023 the board confirmed that the group intends to pursue litigation against Mercedes and has already secured over 12,000 claims through internal resources and via social media. Proceedings have been issued against Mercedes and its affiliates in the High Court, alongside more than 12,000 other claimants. The claim will be formally served on the defendants in early summer 2023. The judge at the hearing set out a timetable for the progress of the claim. The order setting out these measures needs to be confirmed by the president of the High Court King's Bench Division, an event expected in spring 2023. A steering committee has now been formed to represent the best interests of all claimants and Bond Turner is a Member of the Claimant Solicitors Committee. The Board remains confident that these cases have the potential to be of significant value to both the Claimants and the Group. On 14 April 2023, Mark Fryer resigned with immediate effect as Chief Financial Officer and as a Director and left the Group. Gary Carrington was appointed to the position of Interim Chief Financial Officer on the same day and on 18 April 2023 was appointed a Director of the Group.
Notes to the Company Financial Statements continued for year ended 31 December 2022. Overview Strategic Report Governance Financial Statements Directors: Alan Sellers, Gary Carrington (appointed 18 April 2023), Samantha Moss, Dawn O’Brien, Christopher Houghton, Roger Barlow, Richard Pratt, Saki Riffner, Julian Addison (appointed 11 May 2022), Michael Branigan (appointed 11 May 2022). Assistant Company Secretary: ONE Advisory Limited, 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT. Company Number: 11278719. Registered Office: 5th Floor, The Plaza, 100 Old Hall Street, Liverpool, Merseyside, United Kingdom, L3 9QJ. Nominated Advisor: WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR. Joint Brokers: WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR, Zeus Capital Limited, 125 Old Broad Street, London, EC2N 1AR. Bankers: Royal Bank of Scotland plc, St Ann’s Square, St Ann’s Street, Manchester, M2 7PW. Solicitors: King & Spalding International LLP, 125 Old Broad Street, London, EC2N 1AR. Independent Auditor: RSM UK Audit LLP, Chartered Accountants, 9th Floor, 3 Hardman Street, Manchester, M3 3HF. Registrars: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Website: www.anexo-group.com. Company Information: Anexo Group Plc, 5th Floor, The Plaza, 100 Old Hall Street, Liverpool, Merseyside, United Kingdom, L3 9QJ. Anexo Group Plc Annual Report 2022. Alliance Pharma plc Annual Report and Accounts 2021. Achieving more together. An alliance of people, partners, and brands, working together to achieve more. Contents: Company Overview, 2021 Financial Highlights, At a Glance, Our Values, Strategic Report, Chief Executive’s Review, Our Markets, Our Business Model, Our Strategy, Key Performance Indicators, Sustainability Overview, Sustainability Performance, Developing our Environmental Sustainability Strategy, Stakeholder Engagement, Financial Review, Principal Risks and Uncertainties. Governance: Chairman’s Introduction, Board of Directors, Governance, Nomination Committee Report, Audit and Risk Committee Report, Remuneration Committee Report, ESG Committee Report, Task Force on Climate-related Financial Disclosures (TCFD), Directors’ Report. Financial Statements: Independent Auditor’s Report, Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated and Company Cash Flow Statements, Notes to the Financial Statements. Additional Information: Unaudited Information, Five Year Summary, Advisers and Key Service Providers, Cautionary Statement, Glossary. For more information visit alliancepharmaceuticals.com. Alliance Pharma plc – Annual Report and Accounts 2021. The Group delivered a strong operational and financial performance in 2021, leaving it well placed to take advantage of further growth opportunities in 2022. 2021 Financial Highlights: Non-IFRS alternative performance measures. See-through revenue includes all sales from Nizoral as if they had been invoiced by Alliance as principal. For statutory accounting purposes, the product margin relating to Nizoral sales made on an agency basis is included within Revenue, in line with IFRS 15. Strong overall revenue growth driven by Consumer Healthcare, underpinned by continued market penetration via e-commerce activity, which now represents around 25% of Group sales. Consumer Healthcare see-through revenue up 31% to £121.8m (2020: £93.0m) and up 36% at constant exchange rates with excellent performance from Kelo-cote and the inclusion of Amberen, acquired in December 2020. Robust Prescription Medicines performance with revenues up 8% to £47.8m (2020: £44.5m), with strong H2 recovery as the effects of COVID-19 receded. Strong Free Cash Flow driving down Group leverage to 1.7x at 31 December 2021 (2.4x at December 2020). Amberen fully integrated into the Group. Successfully implemented Group-wide ERP system, enhancing visibility across the business. US operating capabilities expanded to provide a platform for future growth. Strengthened European management team and expanded the Board to increase consumer brand experience. Dedicated Innovation and Development team now in place to underpin Consumer Healthcare organic growth. Roll-out of strategic brand plan for Nizoral now well underway. Committed to carbon neutral Scope 1 and 2 emissions from 2021. Certified as a Great Place To Work again in the UK and China, and now in Singapore with a Trust Index rating of 76%. Overview: Underlying Profit Before Tax £42.2m, +26% (2020: £33.5m). Free Cash Flow £30.2m, -12% (2020: £34.1m). Net Debt £87.0m, -20% (2020: £109.4m). Underlying Basic EPS 6.39p, +25% (2020: 5.11p). Reported Profit Before Tax £18.2m, +40% (2020: £13.0m). Reported Basic EPS 1.37p, -9% (2020: 1.51p). See-through Revenue £169.6m, +23% (2020: £137.5m). Statutory Revenue £163.2m, +26% (2020: £129.8m). Alliance Pharma plc – Annual Report and Accounts 2021. Governance Company Overview Strategic Report Additional Information Financial Statements. At a Glance: We are Alliance, a growing international healthcare group. Our core business is Consumer Healthcare. This accounts for more than 70% of our revenues and is what drives our growth.
We also have a well-established Prescription Medicines business, which operates from the same regulatory platform. In total, we hold marketing rights to around 80 brands. Our commercial operations extend across EMEA, AMER, and APAC, with revenues generated from a mix of direct, distributor, and e-commerce sales. By outsourcing all our manufacturing and logistics activities, we remain asset-light and focused on maximizing the value of our brands. Who we are: We are Alliance, a growing international healthcare group. A business founded on the principle that by working together, we can achieve more. What we do: Our purpose is to improve the lives of consumers and patients through making available a range of clinically valuable healthcare products. How we do it: Every day, we work with our partners and colleagues around the globe, to maximize the value of our brands. Confident in the knowledge that in doing so, we can make a real difference to people’s lives. Headquartered in the UK, we employ around 250 people based in locations across Europe, North America, and the Asia Pacific region. Our Vision: To be a leading international healthcare business, built around products that are clinically valuable to patients. We will be both the partner and employer of choice. Our Purpose: To improve the lives of consumers and patients through making available a range of clinically valuable healthcare products. Our Strategy: There are two main strands to our strategy: Delivering solid organic growth from our key brands and supplementing this growth with selective, complementary acquisitions in the consumer healthcare space. Underpinned by a focus on investing in people and sustainability. Our Values: Performance, Realism, Accountability, Integrity, Skill, Entrepreneurship. Our Business Model: Leveraging the global platform we’ve created and the capabilities, expertise, and relationships that support this enables us to maximize the value of our existing brands and integrate acquired brands with ease. Our culture reflects the spirit of collaboration embedded in our business – the tacit belief that through working together, both internally and with external partners, we can achieve more for our stakeholders and for society as a whole. Our Values: Acting in accordance with our values, we maintain our strong culture of working together to achieve more. We set stretching goals and targets which we believe are achievable. Our high-performing people continually drive business success. Undeterred by the challenges of remote working imposed by the global pandemic, in April 2021, members of our global brand marketing team went above and beyond to deliver a very successful Alliance brand week and marketing excellence program virtually. This enabled the brand leads to showcase the plans they’d created for each of the 13 brands prioritized as part of this program, building wider awareness and understanding of our brand marketing priorities across the business. We take responsibility and deliver what we promise. From developing new Key Opinion Leaders’ endorsements for our products to delivering new or improved processes, many great demonstrations of our values in practice involve our employees taking individual or collective responsibility to ensure that delivery expectations are met at all levels in the organization. One of the best examples of Accountability in 2021 came from our UK Facilities team, who successfully managed the transformation of our UK headquarters and the challenge of undertaking works to a listed building, against the backdrop of ever-changing COVID-19 restrictions. When we learned that the manufacturer of one of the lead products in our Vamousse headlice prevention and treatment range was unable to continue manufacturing it, some quick thinking was needed to avoid a potential out of stock situation in the peak back-to-school season in the US. By working together and adopting a creative, can-do approach, a cross-functional team, with participants from the US and UK, managed to come up with a solution which, with limited compromises and last-minute adjustments, they then successfully implemented to resolve what had originally looked like a very challenging situation. Integrity: We build trust in all our relationships. Trust is a key element in all our relationships, both internal and external – creating successful partnerships and business relationships depends on it. In April 2021, after a lengthy process, members of our medical and regulatory teams successfully obtained a new indication for one of our established Prescription Medicines in the UK and 10 other territories across the EU. To do this, they had to overcome multiple challenges – from dealing with several complex information requests from the assessors to translation issues and rigorous challenges from our safety partners.
Through exercising a high degree of skill and integrity, showing sensitivity to others’ perspectives, and persevering with their endeavors, the team successfully delivered a great outcome, both for Alliance and for patients. Many of our PRAISE awards recognized the utilization of skills developed over the course of an employee’s journey with Alliance – we see many great examples of employees taking on and successfully delivering projects that lie outside their current experience and skill sets. Our values, and the culture that underpins them, are at the heart of how we operate as a business. Each month, we take time to celebrate outstanding demonstrations of our values in practice. In 2021, more than 50 colleagues received special recognition through the values-based PRAISE awards scheme, with more than £2,500 donated to charities of their choice. Tired of the daily frustration of trying to locate the right brand assets, our marketing team came together and decided to take the initiative to create a digital asset management system to better manage our growing portfolio of digital assets. The Alliance Asset Hub, an enterprising solution conceived and actualized by a member of our global marketing team, now sits at the heart of our marketing ecosystem, providing a single source of truth for all our digital brand assets. Accessible by teams around the globe and with the ability to make direct updates to our brand websites, whilst controlling access and usage rights, the system is expected to deliver real business benefits as our focus on marketing excellence continues. For example, in 2021 a member of our customer services team took on the challenge of consolidating the business activities going through our two UK wholesalers – the first project of this size and cross-functional nature they had led. Through effective leadership and strong project management skills, they were able to bring the project to a successful conclusion and enable the associated cost savings to be realized. Entrepreneurship: Our people think of the business as if it was their own. Skill: We recruit highly skilled people and develop their talents to the full. Strategic Report Chief Executive’s Review. See-through Revenue £169.6m, +23% (2020: £137.5m). Statutory Revenue £163.2m, +26% (2020: £129.8m). Continuing on our growth trajectory: I’m delighted with the strong performance of the Group in 2021. Kelo-cote enjoyed another excellent year, helping us to deliver double-digit organic revenue growth, and Amberen is now fully integrated into our enlarged US operations. TRADING PERFORMANCE Overview: The Group delivered strong growth in the year, with see-through revenue up 23% to £169.6m (2020: £137.5m), despite the impact of currency headwinds and continuing lockdowns, particularly in the APAC region; at constant exchange rates, revenue growth was 27%. Like-for-like revenue, excluding revenues attributable to Amberen, which was acquired by the Group at the end of 2020, grew 9% (12% CER). On a statutory reported basis, Group revenues were up 26% to £163.2m (2020: £129.8m) and up 30% CER and up 11% to £144.0m (2020: £129.8m) on a like-for-like basis, excluding Amberen (14% CER). Gross profit increased by 32% to £109.5m (2020: £82.8m), the increase outstripping revenue growth due to favorable changes in product mix, resulting from the inclusion of Amberen and the significant growth in Kelo-cote sales. This was balanced by an expected increase in operating costs, primarily reflecting the inclusion of the Amberen cost base, the resumption of discretionary spend deferred from the early stages of the pandemic, and higher levels of investment in the business to support growth. Coupled with a small increase in depreciation and amortization charges, as we brought our new ERP system into service, underlying profit before tax increased 26% to £42.2m (2020: £33.5m), with the profit before tax margin increasing by 50 basis points to 24.9% (2020: 24.2%). Non-cash amortization and impairment charges, together with a provision in relation to the Competition and Markets Authority decision and restructuring costs, resulted in reported profit increasing by 39% to £18.2m (2020: £13.0m). Consumer Healthcare: Our Consumer Healthcare business continued to perform well through 2021, with increased e-commerce activity and the integration of Amberen helping to drive year-on-year see-through revenue growth of 31% (36% CER), to £121.8m (2020: £93.0m). On a statutory basis, reported revenues were £115.4m, up 35% from the previous year (2020: £85.3m) and up 41% CER. Excluding the impact of Amberen, like-for-like Consumer Healthcare see-through revenue increased by 10% (14% CER) to £102.6m whilst reported revenue increased by 13% (16% CER) to £96.1m.
Kelo-cote – scar prevention and treatment: Kelo-cote delivered another excellent performance, particularly in the APAC region, generating revenues of £48.8m, up 41% on the prior year (2020: £34.7m). CER revenues were up 47% due to continued strong demand from China, reflecting the growth of both domestic sales and significant cross-border e-commerce sales. Kelo-cote is very well established in China, with high brand awareness and usage. The growth in domestic and CBEC revenues reflects the increasing trend for consumers in China and elsewhere to migrate more to online purchasing, both of the brand itself and healthcare products generally – a trend accelerated by the pandemic. In 2021, we entered into a new CBEC distribution agreement for Kelo-cote, to move Alliance closer to the customer and provide greater control of our distribution chain. This decision was taken in response to the success of CBEC in facilitating export sales from the EU to consumers in China, and in recognition of the significant opportunity that China offers for this key brand. As a result, we expect further top-line growth in China over the medium term. Performance across the rest of the APAC region was more mixed, as many countries continued to be impacted by the pandemic, although both Hong Kong and South Korea recorded strong growth. A similar trend was evident across South America and much of EMEA; with strong performances from a number of European territories including France (domestic and export sales), and the UK. is included within revenue, in line with IFRS 15. Governance additional information financial statements. Alliance Pharma plc – Annual report and accounts 2021. Company overview strategic report. Chief executive’s review continued. Amberen – vitamin mineral supplement for the relief of menopause symptoms. Amberen made an encouraging start during its first year of trading under the Group’s ownership, generating net revenues of 26.5 million dollars in the year, with second half 2021 revenues up 12 percent on second half 2020. Full year revenue growth was up 3 percent, with the brand’s Amazon sales in particular experiencing strong year-on-year growth, compensating for more challenging trading conditions for the category as a whole in the bricks and mortar retail sector. We expect to see Amberen revenue growth accelerate in 2022, with a weighting towards the second half, as we look to leverage the expanded operating platform we have put in place in the US, increase our focus on brand positioning and execute a new integrated marketing campaign for the brand. We are focused on developing an innovation pipeline to underpin the growth of the brand in the longer term. Nizoral – medicated anti-dandruff shampoo. Nizoral had a challenging start to the year due to a combination of distributor order phasing, manufacturing delays, and the ongoing impacts of COVID-19 on demand, particularly in India. We experienced some delay to the transitioning of regulatory approvals in Vietnam and the Philippines, whilst growth in key pharmacy chain listings for the new Triatop combi product in China was also slower than planned. However, revenues started to recover in the second half of the year, with see-through revenue of 11.6 million pounds in the second half of 2021, as the challenging regional trading conditions affecting both supply and demand eased. Triatop combi product pharmacy listings in China also improved in the last few weeks of the year, which should help support further sales momentum in 2022. Consequently, see-through revenues for the year of 20.6 million pounds were up 1 percent, with a statutory reported basis, revenues were up 7 percent, at 14.2 million pounds. We expect to see further improvement in 2022, as the pandemic recedes and we take full control of the supply chain following the end of the transition period with Johnson and Johnson. The roll-out of our strategic brand plan for Nizoral is now well underway, with consumer activation campaigns ongoing or planned across a number of key territories, including Australia, South Korea and Taiwan. These activities are being carried out in partnership with our local distribution partners as part of a growth strategy centered around consumer and healthcare professional activation, e-commerce, and innovation and development. Other consumer healthcare brands. We continued to see a mixed performance across our other consumer healthcare brands, particularly for those products sold principally through international distributors.
MacuShield, an eye health supplement, was an early beneficiary of a recovery in UK retail sales post COVID-19, whilst Vamousse, for the prevention and treatment of head lice, continued to be impacted by COVID-19 challenges as school closures and social distancing requirements led to significantly reduced incidence of head lice, particularly in the US, the product’s primary market. With distributor stocking patterns contributing to declines in Oxyplastine and Aloclair, revenues in other consumer healthcare brands fell 9 percent. As we progress through 2022, and global trading patterns and consumer behaviors start to normalize post COVID-19, we expect to see sales of Vamousse, Aloclair, Oxyplastine and a number of our other smaller consumer brands start to pick up again. Further revenue detail on these brands is available in note 3. Prescription medicines. The prescription medicines business delivered robust revenues of 47.8 million pounds, up 8 percent on the prior year, reflecting a partial return to the delivery of routine treatments and normalization of daily life compared with the early stages of the pandemic in 2020. Key drivers of revenue growth included the Opus range of stoma care products, Forceval, a nutritional supplement, Hydromol, an emollient for the treatment of eczema, and Flammazine, for the prevention of infection of burns and wounds. We continue to actively manage this part of our portfolio, periodically discontinuing or disposing of smaller products that deliver very low sales and margins. However, the cash generation from these assets remains good and, coupled with their limited requirement for promotional investment, this business will continue to play an important part in our overall product portfolio. Governance additional information financial statements. Alliance Pharma plc – Annual report and accounts 2021. Company overview strategic report. Chief executive’s review continued. Regional performance. EMEA, Europe, UK, Middle East and Africa. EMEA regional revenues of 89.2 million pounds were down 5 percent versus those for the prior year, primarily due to a mid-year change in the distributor for Kelo-cote CBEC, which is now located in APAC, and hence sales are now included in APAC revenues, whereas previously they were included in EMEA. This change in revenue classification was partially offset by the uplift in prescription medicines revenues, with this region accounting for 95 percent of all prescription medicines sales in the year, coupled with the growth in MacuShield sales, which originate primarily in EMEA. APAC, Asia Pacific and China. APAC regional see-through revenues rose 47 percent versus the prior year at 54.4 million pounds, with statutory revenues up 64 percent to 48.0 million pounds. Revenues in this region are dominated by Kelo-cote and Nizoral, which collectively account for 90 percent of APAC sales in 2021. Regional revenues in 2021 benefited from the change in distribution arrangements for Kelo-cote CBEC sales, with revenue recognized as part of APAC, rather than EMEA, from the middle of the year. The uplift in sales also reflects underlying growth in Kelo-cote sales, both in China and across the wider APAC region, coupled with the slight decline in Nizoral sales. AMER, the Americas. Revenues in the AMER region increased by 19.3 million pounds to 26.0 million pounds, reflecting the acquisition of Amberen, which contributed 19.2 million pounds to sales in the year. On a like-for-like basis, sales were in line with those for the prior year at 6.8 million pounds, with a decline in Vamousse sales in the US, due to the continued impacts of the pandemic, offset by increased sales of Kelo-cote in South America. This region now accounts for more than 20 percent of our consumer healthcare revenues. Following a period of investment to expand its local operating capabilities, the US business now has an enhanced platform from which to generate strong growth in Amberen and other existing brands and to scale up further when suitable acquisitions are identified. Current trading and outlook. 2022 has started well, and we remain confident in our ability to deliver financial performance in line with market expectations. We now have a clear focus on our core consumer healthcare business, supported by a well-defined value maximization strategy and a scalable platform across EMEA, APAC and the US, to drive future growth. The new distribution agreement we put in place in 2021 will enable us to deliver further growth for Kelo-cote through our CBEC business and gives us the opportunity to extend the range of products made available through this channel, potentially accelerating the growth of a number of our other consumer brands.
Through 2022, we expect to see increased growth from Nizoral as we accelerate the roll-out of our strategic plan for the brand and as the impact of the pandemic recedes. With Amberen now fully integrated into our enlarged US operations, we expect to see revenues increasing as we begin to realize the benefits of additional revenue opportunities that the brand has brought into the Group. We now have a more balanced consumer portfolio around the globe and, as our net debt and leverage continue to reduce, we are increasingly well placed to participate in complementary acquisitions in the consumer healthcare space and to leverage the operating platform we have built across EMEA, APAC and the US. Coupled with a proven ability to extract value from our key consumer brands, we remain confident in our ability to realize our mid-term growth ambitions. Developing our regional platform. Rounding out our operational capabilities across the three geographic regions in which we operate, EMEA, APAC and AMER, has been a major focus for us in recent years. The platform we have created across these three regions, underpinned by our global support functions, enables us to create value through both driving the growth of our existing brands and acquiring and integrating new assets with ease, as demonstrated most recently with Amberen. Governance additional information financial statements. Alliance Pharma plc – Annual report and accounts 2021. Company overview strategic report. Chief executive’s review continued. Operational developments. We recognize the need to invest in our business to maintain strong organic revenue growth. We recently implemented a new innovation and development process and in 2021 we created new dedicated roles and a central I&D budget to deliver new products, claims and packaging ideas. We expect to see a number of these innovations come to market in 2022 as we refresh existing products to maintain consumer appeal. We have also commenced the roll-out of our new digital excellence training program to our global marketing teams to ensure our staff have the necessary skills and knowledge to drive sustainable long-term value. Our ERP system went live in the first half of 2021, and we have already realized benefits to the business through the standardization of processes. Our significant pre-launch preparation ensured a virtually seamless changeover; work continues on refining some of the reporting requirements and rolling the system out to a few remaining smaller entities, but we expect this to complete in the next 12 months. During the year we secured new, larger offices in Cary, North Carolina, to accommodate our growing US team, closed our office in Los Angeles and streamlined our European footprint through the closure of our Milan office, incurring associated restructuring costs of 2.4 million pounds, which have been presented as non-underlying. We also completed further substantial upgrade and refurbishment works at our UK headquarters, improving the building’s environmental credentials whilst also reconfiguring space to better accommodate post-pandemic working arrangements. All employees have now returned to the office on a hybrid basis, both in the UK and in our regional offices around the globe, as pandemic restrictions allow. Increasing our focus on sustainability. We have continued to focus on developing our sustainable business strategy during the year, under the direction of the ESG Board Committee, and informed by feedback from a number of our key investors plus external gap analysis. This work has resulted in the development of our sustainability framework; we now have greater clarity regarding our specific areas of focus and the key activities which underpin these. We have initiated a program of work to drive improvements to the sustainability of our product packaging and are also in the early stages of developing our broader environmental strategy, including our response to climate change. In 2021, we quantified our Scope 3 greenhouse gas emissions for the first time and are using the results to help inform the development of our carbon action plan, with a view to setting carbon reduction targets and our path to net zero in the near future. Given the nature of our business, and our use of third-party distributors, contract manufacturers and logistics service providers, the majority of our greenhouse gas emissions are classified as Scope 3. In 2022, we plan to reach out to our larger contract manufacturers and logistics service providers to better understand where they are on their respective emissions reduction journeys and to obtain their Scope 1 and 2 data to help improve the methodology used for our Scope 3 calculations.
We will also continue to reduce our own Scope 1 and 2 emissions, which were 90 tons of CO2 equivalent for our UK operations in 2021, and will achieve carbon neutrality for these retrospectively in 2022 through the use of sequestration schemes. With the foundations now in place, we will be looking to raise the profile of sustainability within the business more widely in 2022, as we continue our journey to become a more sustainable business. We remain a responsible corporate citizen, committed to minimizing the negative impacts of our operations on the environment, whilst making a positive contribution to society. Further coverage on the progress we have made with our sustainable business strategy can be found in this report. Minimizing our environmental impact. In 2021, we completed a program of upgrading and refurbishment works at our UK headquarters, further improving the building’s environmental credentials. We continue to actively look for ways to reduce our direct emissions as part of the drive towards net zero and intend to achieve carbon neutrality for our Scope 1 and 2 UK emissions for 2021 retrospectively in 2022, through the use of sequestration schemes. Governance additional information financial statements. Alliance Pharma plc – Annual report and accounts 2021. Company overview strategic report. Chief executive’s review continued. People. On behalf of the Board, I would like to take this opportunity to express my sincere thanks to all those who have helped to make 2021 such a successful year for Alliance. We currently employ around 250 people in 10 locations around the globe. In 2021, we created around 20 new roles, spread across all our main geographic locations, as we looked to meet our evolving business needs. This included the creation of a new dedicated I&D team to underpin the growth of our consumer healthcare brands. We recognize the need to develop appropriate in-house expertise in specific skill sets, using a blend of external subject matter experts and internal training to ensure our platform remains scalable as we grow. We anticipate continued investment in our global team in 2022. In 2021, we once again participated in the Great Place to Work survey, as we further progressed our employee engagement journey. We were very pleased to have received an overall Trust Index rating of 76 percent and to have been recertified as a Great Place to Work in the UK and China whilst gaining an additional certification in Singapore, with 81 percent of participants globally saying that Alliance was a Great Place to Work. Further coverage on this and other aspects of our people strategy can be found in this report. Supporting early-stage career development. 2021 saw two of our employees successfully complete their apprenticeship training and move on to new permanent roles within the business, demonstrating the continued success of Alliance’s apprenticeship program in fostering early-stage skills development. We have since taken on an additional apprentice in our finance team and have recently launched both a graduate scheme and an industry placement scheme, furthering our commitment to supporting those at the start of their careers. During the second half of the year, we rolled out and refined our new ways of working to provide flexibility over office and home working for our employees around the globe, based on individual role, activities, and the location of other colleagues with whom they interact regularly. The majority of employees now spend 2 or 3 days a week in the office, subject to local government guidance, allowing them to combine the benefits of individual focus time with the increased connection and collaboration opportunities that come from being physically present with colleagues in the office. This increased flexibility has been very positively received across the business and is working well for us. We recognize that great people, and the successful partnerships that they build both within the business and externally, are key to the delivery of great results. Board changes. As previously announced, Kristof Neirynck, a highly experienced consumer brands executive, took up his position as an independent non-executive director of the Group on 1 December 2021, bringing with him almost 20 years of international consumer brand experience, including complex omnichannel business models, direct-to-consumer strategies and sales into China. His experience will be invaluable as we look to further develop and grow our business, in particular our activities, over the coming years. Looking forward to 2022. 2022 has got off to an encouraging start.
We remain confident in our ability to further capitalize on identified organic growth opportunities within the business and to deliver financial performance in line with market expectations. Operationally, the priorities for the Group in 2022 are to continue to invest behind our larger consumer healthcare brands, in order to drive further growth, supported by our increasing focus on e-commerce and innovation and development activities; to continue to progress our sustainable business agenda, including the creation of our carbon action plan and the setting of emissions reduction targets; to continue to look for opportunities to participate in complementary acquisitions in the consumer healthcare space, to leverage the operating platform we have built across EMEA, APAC and the US, and balance the scale of our business operations across these regions. Peter Butterfield, Chief Executive Officer, 30 March 2022. Governance additional information financial statements. Alliance Pharma plc – Annual report and accounts 2021. Company overview strategic report. Our markets. The long-term trends in consumer healthcare remain unchanged, although the COVID-19 pandemic has caused significant short-term impacts. Sustainability is also emerging as a key consideration for both manufacturers and brand owners. 59 percent take over-the-counter products to manage acute health conditions. 67 percent tend to take an over-the-counter product before making a doctor's appointment. One in 20 Google searches relate to health. Macro trends in consumer healthcare include increasing life expectancy, increasing prosperity, self-care, and the wellness movement, digital healthcare and the empowerment of patients and consumers, and the growth of e-commerce. Methods have led consumers to embrace the convenience of online purchasing. Governance additional information financial statements. Alliance Pharma plc – Annual report and accounts 2021. Company overview strategic report. The e-commerce market is worth 4.9 trillion worldwide, of which consumer healthcare is growing in China and the US in 2021, with growth rates of 30% and 23% respectively. Our markets continued accelerated shifts towards digital healthcare. Impacts of the COVID-19 global pandemic include fluctuating demand, as consumers and retailers stocked up in the early stages of the pandemic, causing a subsequent reduction in demand and orders, impacting sales. Demand and supply patterns only normalize once inventory has sold through. Strained supply chains have resulted from production and logistics being heavily impacted by workers being unable to work due to illness or self-isolation requirements, and reduced capacity as a result of compliance with social distancing restrictions. New healthcare habits have emerged, as consumers learned to manage their minor ailments with home remedies or went without treatments, for example in the mouth ulcer category. Brands will need to re-engage with consumers about the benefits of treating, now that access to treatment is available again. E-commerce has seen consumers switch to purchasing through online retailers, with global e-commerce sales increasing 26.4% in 2020 and a further 16.3% in 2021. E-commerce now represents 19% of total retail sales, driven by the continued impact of the COVID-19 pandemic shifting consumer purchase patterns from traditional brick-and-mortar stores to online marketplaces like Amazon and retailer websites. Consumers are expected to continue to shop this way. Self-diagnosis has become common, as consumers turned to the internet to diagnose their health issues and find recommended solutions, relying less on healthcare professionals, who were often difficult to access. Emerging trends in sustainability show that consumers, retailers, and healthcare providers are increasingly choosing goods and services that promote a lower carbon footprint compared to alternatives. As a result, organizations, consumer healthcare brands, and their wider supplier network will need to demonstrate their commitment to the environmental agenda consistently and proactively in order to retain and grow their market positions. Relevance of the online channel per consumer healthcare product category includes vitamins and supplements, pain killers, wound care, gastrointestinal, eye care, heart health, cold remedies, cough relief, feminine hygiene, allergy, ear care, and sedatives or sleeping aids. The opportunity for Alliance is significant. Alliance is well-placed to meet the growing need for over-the-counter and self-selection healthcare products and services, with over 70% of revenues now generated from consumer healthcare products. With our established global operating platform, strong distributor and retailer relationships, and an increasing focus on product innovation and sustainability, we are positioned for growth. In 2021, approximately 25% of sales were through e-commerce. Our brand prioritization framework ensures investment and innovation are focused on the biggest perceived opportunities. In 2021, our key brand, Kelo-cote, delivered growth of more than 40%, driven by favorable category dynamics and the growing e-commerce channel, which now represents around 25% of group sales.
We have implemented brand strategies needed to accelerate growth of Nizoral and Amberen in 2022. To support the growth of our e-commerce sales, we set up a dedicated team to lead our cross-border e-commerce activities and develop effective strategies to win in domestic e-commerce channels. We introduced new innovation processes, tools, and capabilities in 2021, resulting in a rapid expansion of our consumer healthcare innovation pipeline. This will be further enhanced in 2022 by creating a dedicated team and a meaningful increase in the development budget, designed to deliver breakthrough new product extensions and claims for our key brands globally. The acceleration in digital healthcare provision and e-commerce has cemented the increasing importance of healthcare brands having an effective digital strategy. In 2021, we launched a new digital excellence training program for our commercial teams, with plans to expand in 2022. We continue to strengthen our marketing investment to grow awareness of our key brands and build engagement to secure lifetime value. Our pharma heritage provides a strong foundation, leaving us well-placed to deal with the challenge of increased regulation impacting consumer healthcare products, such as medical devices facing increased regulation in Europe under the Medical Device Regulations. We continue to upskill our medical and regulatory capabilities to provide necessary support. As part of our wider sustainability initiatives, we recently kicked off a series of workstreams to help us reduce the carbon footprint of our packaging and will factor this thinking into all future innovation projects as well as apply best practices to our current packaging estate. E-commerce capability includes dedicated in-house resources with external domain expertise supporting interface with key online retailers such as Tmall, Alibaba, JD.com, and Amazon, supported by brand protection activities. Our business model works together to leverage our platform and maximize the value of our brands. Global marketing ensures consistency of promotion for each of our lead brands, with a global strategy and local implementation. Through our marketing excellence program, all our marketers are trained to deliver insight-led campaigns with tailored messaging to key customer groups. The platform we have created across EMEA, APAC, and AMER enables us to drive the growth of our existing brands and acquire and integrate new assets with ease. This is how we create value and execute our growth strategy. Key capabilities, expertise, and relationships that enable us to drive value creation are centered around our commercial activities and the brand-specific support functions that underpin these. Approximately 35% of our consumer healthcare revenues are now derived from e-commerce. Our commercial activities include a distributor network with relationships with an extensive network of distributors around the world, sales specialists located in key territories managing key accounts and partnering with distributors on e-commerce initiatives, and regulatory expertise with global capability and deep domain expertise across all categories of licensed medicinal products. Innovation and development capability includes dedicated in-house resources and a newly created team supporting key brands in the development of new line extensions. Medical and claims expertise is key to supporting our focus on clinically valuable products and essential to supporting our licensed medicines. Data generation supports core claims in key markets and the development of new claims while horizon scanning the evolving regulatory landscape. Supply chain management includes global sourcing and supply chain capability built up over 20 years with a mix of local and centralized resources and excellent relationships with around 60 contract manufacturing organizations, effective performance management, and ongoing programs to drive efficiency through cost of goods reduction. Our strategy enables us to progress towards our vision of becoming a leading international healthcare business and being both the partner and employer of choice. There are two core elements to our strategy: delivering organic growth from our key brands and engaging in selective, complementary acquisitions that can leverage our established infrastructure to enhance this growth. Underpinning these are our investment in people and sustainable business strategy. Our strategy enables us to deliver sustainable business growth through maximizing the value of our core consumer healthcare business, thereby increasing the number of people who can potentially benefit from our products. The primary driver of organic growth is our consumer healthcare portfolio. Our key brands, Kelo-cote, Amberen, and Nizoral, are well-established in their respective core markets, with strong claim sets and good clinical utility, enabling them to deliver real value to users. All target growing demographics, making them well-suited to digital marketing and e-commerce, and all offer good innovation opportunities too.
Progress in 2021 included delivering a 430 basis point improvement in gross margin, including the first full year of Amberen, allowing for increased investment in marketing and innovation and development to accelerate future organic growth. We implemented a new cross-border e-commerce distribution agreement for Kelo-cote, enabling us to move closer to the customer and gain further control of our distribution chain. We rolled out a new innovation and development process, supported by a dedicated team, to develop and deliver an innovation pipeline for our key consumer brands. Priorities for 2022 include continuing our focus on innovation and development, with the first new products arising from this process expected to launch in 2022, extending our cross-border e-commerce platform in China to include additional brands through the creation of an Alliance multi-brand store, and realizing the growth potential from Amberen through increasing our focus on brand positioning, executing a new integrated marketing campaign, and starting to build an innovation pipeline for the brand to underpin its longer-term growth. Innovation and development at Alliance encompasses a broad range of activities aimed at creating value through new product development, new thinking, new therapeutic indications, and refreshing existing products to maintain consumer appeal. Our strategy is to acquire new products that meet our selective acquisition criteria and integrate these into the business efficiently to enhance our growth. The platform we have created across EMEA, APAC, and more recently the US, enables us to acquire and integrate new assets with ease. We continue to evaluate opportunities that meet our selective acquisition criteria to further develop our business, typically reviewing around 80 to 100 opportunities a year. Progress in 2021 included completing the Amberen integration, helping to increase our presence and develop our operating platform in the US, reviewing around 80 acquisition opportunities, of which three progressed to full evaluation, and reducing net debt by £22.4 million, with leverage falling from 2.43 times following the acquisition of Amberen in December 2020 to 1.73 times at 31 December 2021. Priorities for 2022 include continuing to identify, evaluate, and progress new opportunities that will deliver value to shareholders and help us achieve our growth ambitions, and maintaining the strength of our pipeline and funding capabilities in both debt and equity. E-commerce growth in the personal care category, which includes healthcare products, grew 18.4% in 2021 to reach $260 billion. This presents a significant opportunity for us to drive enhanced revenue growth. In 2021, we continued to take advantage of the change in consumer behavior by embracing e-commerce opportunities both locally and cross-border, with a particular focus on Kelo-cote in China. In August 2021, we entered into a new cross-border e-commerce distribution agreement for Kelo-cote, bringing us closer to the customer and giving us increased control of our distribution chain. Working with our partner, we launched Kelo-cote flagship stores on the China cross-border e-commerce marketplaces, Tmall and JD.com, to further accelerate top-line growth in this key market. The initial response has been very encouraging. In 2021, around 25% of group sales were e-commerce related, representing around one third of our total consumer healthcare sales. In addition to cross-border e-commerce sales, which remain a key focus, this also included sales in the UK and US through platforms like Amazon, Walgreens.com, and Boots.com. In 2022, in addition to optimizing our existing e-commerce sales channels, we plan to make a number of our other brands available to Chinese consumers through e-commerce platforms and expand our geographical presence on marketplace platforms in Southeast Asia, a region with high e-commerce growth. Global retail e-commerce revenues reached $4.9 trillion in 2021, with COVID-19 driving growth of 16.3%. Retail e-commerce sales now represent 19% of total retail sales, up from 17.9% in 2020. The development of our business in the US, the largest and one of the fastest-growing consumer healthcare markets in the world, has been a key strategic focus for us in recent years. Initiated with the acquisition of Vamousse in 2017, the Amberen acquisition in late 2020 brought pivotal growth. Throughout 2021, in parallel with the integration of Amberen, we have been strengthening our operating capabilities by redesigning our organization structure, bringing in new people, and upskilling existing colleagues to create a team who can both commercialize new products and manage growth. We have also migrated our US headquarters to new, larger premises to accommodate our growing team. Our aim in 2022 and beyond is to further exploit the platform we have established in the US through the inclusion of additional over-the-counter products.
We expect to launch a number of new products and line extensions in the US over the next 12 to 18 months and continue to actively look for US acquisition opportunities to build on our strengths in this market. In 2021, we continued to strengthen our employee engagement by actioning findings from the 2020 Great Place to Work survey and ensuring that the employee base stayed connected, particularly through extended periods of remote working. We developed and implemented new, more flexible working arrangements based on insights gained from the Ways of Working survey, which we continued to run regularly throughout 2021 to check in on how employees were feeling, identify any issues or requirements for additional support, and inform our future plans. We ensured the effective integration of new employees joining our US business following the Amberen acquisition and put in place a global employee assistance program as an additional benefit for employees. We continued to develop and refine our recruitment and orientation processes and succession planning. Priorities for 2022 include actioning findings from the 2021 Great Place to Work survey, with five priority areas identified and local focus groups used to gain additional insight, continuing to test and refine our new ways of working to ensure this works successfully both at a business and individual level, continuing to bring new people into the business to ensure our resource capability continues to support our growth ambitions for 2022 and beyond, and progressing with the implementation of our new HR system, with scoping and planning already underway in 2021. We were delighted to achieve Great Place to Work certifications in the UK and in China again this year and also to be Great Place to Work certified for the first time in Singapore. Total headcount, including non-executives and fixed-term contractors, is 256, up from 246 in 2020. People are a key element of the Alliance mix. Our vision is to be the employer of choice. To achieve this, it is crucial that we continue to invest in our employees and recognize the changes and challenges to working patterns that have come about in response to the pandemic and respond accordingly. Our overriding objective is to ensure that our resourcing adequately supports the business's medium-term growth ambitions. Collaborative and inclusive culture, and the people who form part of it, continue to thrive. Employees by gender: Board and Senior Leadership Team (n=10), Senior managers (n=27), All employees (n=245). Male 80%, Female 20%. Male 74%, Female 26%. Male 42%, Female 58%. As at 31 December 2021. Defined as those running major divisions or departments, but not part of the executive team. Governance Additional Information Financial Statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview Strategic Report Key Performance Indicators. We set out here our key financial performance measures. These are the primary measures used by management to monitor business performance, both against short-term budgets and forecasts and longer-term strategic plans. Financial KPIs: £169.6 million, £137.5 million, £144.3 million, £124.0 million. 2021, 2020, 2019, 2018. See-through Revenue: £169.6 million, +23% (2020: £137.5 million). Underlying Profit Before Tax: £42.2 million, +26% (2020: £33.5 million). Free Cash Flow: £30.2 million, -12% (2020: £34.1 million). Underlying Basic EPS: 6.39 pence, +25% (2020: 5.11 pence). Leverage: 1.73x (2020: 2.43x). Dividend Per Share: 1.691 pence, +5% (2020: 1.610 pence). Net Debt: £87.0 million, -20% (2020: £109.4 million). These measures constitute Alternative Performance Measures, as defined in note 34 to the Financial Statements. Leverage is defined as: Adjusted net debt/enlarged Group EBITDA, calculated using pro forma EBITDA on a trailing 12-month basis for acquired entities, in line with our banking covenants. Underlying EBIT/Operating profit: £45.6 million, +24% (2020: £36.8 million). Underlying EBITDA: £48.6 million, +26% (2020: £38.6 million). Governance Additional Information Financial Statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview Strategic Report Key Performance Indicators continued. In addition to the financial KPIs detailed overleaf, we employ a number of other internal performance measures to enable the effective management of our business. Other internal performance measures: Other measures. We also employ a broad range of other measures to help us manage business performance, including but not limited to: Brand revenues, margins and contribution, by management region and having regard to brand prioritization for marketing investment and innovation. Measures around the level and nature of acquisition opportunities. Post-acquisition performance evaluation measures. On-time in-full delivery, out-of-stocks to ensure continuity of product supply.
Inventory levels, provisioning and aging profile; trade receivables and payables levels and aging profiles (working capital management). We do not disclose the related metrics associated with these measures, on the basis that they are commercially sensitive and/or intended for internal use only. Revenue: Consumer Healthcare £121.8 million, +31% (2020: £93.0 million). Revenue: Consumer Healthcare as a percentage of total 72%, +4% (2020: 68%). Total GM%: 64.5%, +430 basis points (2020: 60.2%). Total headcount: 256, +0 (2020: 246). Defined as total number of employees on payroll as at 31 December. Sustainability: Further detail on our key sustainability metrics can be found on pages 22 to 33. Employee engagement: GPTW Trust Index rating: 76% (2020: 79%). Working capital management: Supplier payment days: 46 (2020: 52). Calculated as the month-end value of trade creditors relative to the trailing 12 months cost of goods, expressed as a days equivalent, averaged over the year. Governance Additional Information Financial Statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview Strategic Report Sustainability Overview. Sustainability working together to deliver sustainable business growth. Our approach. During 2021, we refined and formalized our approach to sustainability, under the direction of the newly established ESG Committee, creating our sustainability framework, developing actionable plans for each material area, and increasing our focus on environmental considerations, including climate change, metrics, and reporting. Our sustainability framework identifies the eight areas material to our business that we need to concentrate our efforts on to assure the long-term future of the business and to deliver on our Purpose – to improve the lives of consumers and patients through making available a range of clinically valuable healthcare products. We refer to these as our Areas of Focus. Environmental impacts – supply chain and logistics. People and human capital management. Packaging lifecycle management. Ethical sales practices. Product environmental health and safety. Supply chain management. Business ethics. Our contribution to the United Nations Sustainable Development Goals. The UNSDGs to which our business activities contribute are set out below. We believe we can contribute most value to Sustainable Development Goal 3 (Good Health and Wellbeing: Ensure healthy lives and promote well-being for all at all ages), as this aligns directly with our Purpose – to improve the lives of consumers and patients through making available a range of clinically valuable healthcare products. Further detail around how Alliance contributes to the UNSDGs can be found on our website. Delivering sustainable business growth. Product quality and safety. Governance Additional Information Financial Statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview Strategic Report Sustainability Overview continued. Overview of progress in 2021: Over the course of the year, we have formalized our approach to sustainability and strengthened our governance processes through the creation of a Board-level ESG Committee in February 2021. The committee works with the Senior Leadership Team and the corporate sustainability lead in the development and implementation of our sustainability strategy. Developed our sustainability framework; identifying then reporting against the key metrics underpinning this. We also mapped our sustainability disclosures and accounting metrics to the relevant elements of the Sustainability Accounting Standards Board standards for the first time, and will look to publish the results on our website in 2022. Published our Business Principles, together with our Anti-Bribery and Corruption Policy, Whistleblowing Policy, Anti-Modern Slavery Policy and Diversity, Equality, and Inclusion Policy. Concluded the implementation of our Know Your Supplier programme, with the improvements in supplier management now embedded as part of our business-as-usual processes. Engaged with our institutional investors, to better understand their requirements as regards ESG factors and sustainability, and the metrics and disclosures in which they are most interested to help shape our sustainability framework and strategy development. Worked with external consultants to quantify our Scope 1, 2 and 3 carbon emissions, as a precursor to the development of our carbon action plan and the setting of targets for carbon emissions reduction for both our direct and indirect emissions. Kicked off a sustainable packaging programme in Q4 2021 to develop and implement a fit for purpose strategy for packaging lifecycle management across our portfolio. Established a Sustainability Forum in Q4 2021, comprising a group of employees who will work with the corporate sustainability lead to identify and deliver small-scale sustainable change initiatives across the business. This has initially been focused on our UK operations, with wider regional participation planned for 2022. Evolved our corporate website to include a dedicated section on sustainability to act as a repository for our sustainability content going forwards.
Our priorities for 2022: We have made good progress with our sustainability initiatives in 2021, however we recognize that this is a journey and there is still much to do – particularly as the reporting and assurance requirements around ESG, and related sustainability considerations, continue to evolve. Sustainable packaging. Awareness of environmental issues is becoming more widespread, with consumers and retailers increasingly choosing products that support a lower carbon footprint. We recognize that single-use plastics and packaging recyclability are an increasing concern for consumers. In 2022 we will be undertaking an extensive review of all our packaging componentry, across our portfolio and supply chain, to inform the development and focus of our sustainable packaging strategy with a view to establishing and communicating clear targets in this area. Unlike some consumer goods categories, where packaging changes can be implemented relatively quickly with limited hurdles, in the healthcare market, particularly with regards to pharmaceutical products, any change in packaging materials cannot be made without a variation to the product license, which in the case of changes to primary packaging, requires the generation, submission and approval of supporting stability data. With this in mind, in 2021, we created a Sustainable Packaging programme team, to work towards the reduction of single-use plastics and increasing the use of Post-Consumer Recycled materials across our portfolio. Going forwards, all new product developments will require full consideration and review of packaging components to ensure the final presentation is aligned with the sustainability targets we set. Governance Additional Information Financial Statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview Strategic Report Sustainability Overview continued. In 2022, our focus will be on: Continuing to develop our environmental strategy and our response to climate change. We have committed to achieve carbon neutrality for our 2021 Scope 1 and 2 emissions in the UK in 2022 through the use of sequestration schemes. We will also be increasing our levels of engagement with our contract manufacturing organizations and logistics partners to better understand their carbon footprints and emissions reduction strategies and the implications these have on our end-to-end carbon footprint; actively looking for opportunities to reduce the Scope 3 carbon emissions in our supply chain as part of our overall carbon reduction plan. Developing and implementing a sustainable packaging strategy, together with appropriate targets and delivery plan. Continuing to evolve our data collation and reporting capabilities – particularly around the composition of our product packaging and to support the quantification of our Scope 3 emissions. Developing suitable performance metrics and targets for those areas of our Framework where none exist currently, which we can use as a basis for measuring our progress in future years. This will include carbon reduction targets aligned with the Science Based Targets Initiative and targets around the sustainability of our product packaging. We intend to publish emissions reductions targets in late 2022 for Scopes 1 and 2 and are aiming to set Scope 3 targets in 2023. Progressing towards full disclosures in line with the Task Force on Climate-related Financial Disclosures recommendations for 2022. Continuing to improve the assurance framework around our ethical business practices, to ensure that both our suppliers and distributors continue to operate their businesses ethically and in line with all relevant regulatory requirements. Continuing to develop the sustainable business content held on our website, the transparency of our disclosures around how we operate as a business, and where we are focusing our efforts to ensure we remain sustainable over the longer term. Progressing ideas generated through the Sustainability Forum and other small-scale initiatives, both in the UK and across our regional offices. Our approach to each of the Areas of Focus identified in our Sustainability Framework, together with key metrics, our progress and achievements in 2021, and our priorities and focus for the coming year, are set out on pages 28 to 31. What has become increasingly evident to us, particularly in the context of our response to wider societal challenges such as climate change, is the importance of working collaboratively – both within our own business and with our suppliers, logistics partners, distributors, and other stakeholders, if we are to make meaningful progress. This is particularly true for carbon emissions, given that a significant majority of our Scope 3 emissions originate within our supply chain and logistics activities, where our ability to directly control emissions is limited. More information can be found on our website. Environmental considerations.
Working together with our suppliers, logistics partners, distributors and other stakeholders will be key to the delivery of our environmental strategy, as we all seek to address common challenges around climate change. Governance Additional Information Financial Statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview Strategic Report Sustainability Performance. Product quality and safety. Ethical sales practices. Business ethics. What it covers. Why it is important. Focus for 2022. 2021 Overview. Ensuring we have robust quality assurance systems in place to ensure the quality and safety of our products and to mitigate the supply of counterfeit product. Ensuring the claims made by our products can be properly substantiated and that we maintain ethical business practices in the marketing, advertising, and selling of our products. Modern slavery, bribery and corruption, ethical considerations around our interactions with healthcare professionals and the pursuance of other ethical business practices. Maintaining consumers and patients trust in the quality and safety of our products is essential to the maintenance of our corporate reputation and our ability to successfully market our products. Ensuring the accuracy and appropriateness of promotional materials and the claims made by our products is key to maintaining consumers and patients trust in our brands. We are committed to operating our business in an ethical and responsible way, ensuring that we have appropriate policies in place, that employees are properly trained on them and that appropriate escalation routes exist for non-compliance. Continuing to assure the quality and safety of our products through our rolling, risk-based programme of supplier quality audits. Continuing to ensure that the systems and processes we have in place to ensure the accuracy and appropriateness of promotional materials remain fit for purpose and that our internal control systems continue to operate effectively in order to minimize the risk of non-compliance. Obtaining written confirmations from our contract manufacturers and suppliers that they comply with our ethical standards. Supplier audits carried out: 9. Representing 67% coverage of our supplier base on a rolling 3-year average basis. Number of external regulatory inspections Alliance operating companies have been subject to: 7. No enforcement actions were taken by Competent Authorities in response to non-compliance with appropriate manufacturing and regulated standards in 2021. Routine internal audit assessments carried out: 22. Internal audit assessments are carried out on a periodic basis to ensure the robustness of our promotional review procedures. Coverage is targeted at a constant 10% of total promotional pieces approved per annum. Actual coverage in 2021 was 4.5%, down from 9.4% in 2020. No upheld complaints were made to the ABPI, PAGB, FTC, NAD, or other Codes of Practice bodies regarding promotion of Alliance products, where Alliance is directly responsible for promotion in 2021. Online course completions: 1,407. We now have approved escalation procedures in place to work with any supplier who does not meet our ethical standards, with defined timelines for remediation and provision for eventual termination of the relationship, where issues are not satisfactorily resolved. In 2021, the total amount of monetary losses we incurred as a result of legal proceedings associated with bribery, corruption and other unethical business practices was nil. Calculated as the total number of suppliers audited over the 3 years from 2019 to 2021, divided by the number of active suppliers as at 31 December 2021. Vinciworks is a suite of online training modules covering anti-bribery, anti-money laundering, competition law, GDPR, market abuse, Modern Slavery Act, sanctions and the prevention of tax evasion. Governance Additional Information Financial Statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview Strategic Report. What it covers. Why it is important. Focus for 2022. 2021 Overview. Ensuring our products are made with environmentally friendly ingredients; identifying and eliminating substances of very high concern from our products – and ensuring we have a robust process in place to identify and manage emerging materials and chemicals of concern. Reducing the environmental impact of our product packaging, through reducing packaging volume and weight, increasing the use of recycled materials, and ensuring that as much of our packaging as possible is made from materials that can be recycled, reused and/or composted. We are committed to operating our business in a way which minimizes the impact on the natural environment – this means ensuring that our products are made with environmentally friendly ingredients and do not contain materials and chemicals of concern.
We are committed to operating our business in a way which minimizes the impact on the natural environment – reducing the environmental impacts of our product packaging is one way of achieving this. Reducing packaging volume and weight will also reduce the environmental impact of transporting products to consumers. Continuing to ensure that our processes for identifying and managing emerging materials of concern remain fit for purpose and that any REACH SVHCs are eliminated from our products on a timely basis. Progress the creation and implementation of a sustainable packaging strategy, including the creation of a roadmap for the associated workstreams which feed into this and the setting of targets and defining our level of ambition. Packaging sustainability will now be factored into all Innovation and Development projects at the design stage, and we will be looking to embed this thinking into brand strategies more widely going forwards. We have established environmental scanning processes to identify and manage emerging materials and chemicals of concern as soon as we become aware of these, reformulating products where necessary, in order to ensure that we are able to stay compliant with new regulations as they emerge. In Q4 2021, we set up our Sustainable Packaging programme to develop and implement a fit for purpose strategy for packaging lifecycle management. This will enable us to address usage and waste across our packaging estate at a holistic level, reducing or removing unnecessary elements of our packaging, changing its composition, replacing less sustainable materials, such as single-use plastics, with more sustainable alternatives, increasing the use of recycled content and/or making packaging easier to recycle or biodegradable. Sustainability Performance continued. Product environmental health and safety packaging lifecycle management. REACH stands for Registration, Evaluation, Authorisation and Restriction of Chemicals. Governance Additional Information Financial Statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview Strategic Report. People and human capital management. This covers a wide range of social factors, including diversity and inclusion, culture and employee engagement, working conditions, reward structures, training and development, and opportunities for progression. Investing in People is one of the core elements of Alliance’s strategy. As such, the recruitment and retention of high-quality and highly motivated employees is what lies at the heart of our business success. Analyzing and actioning key findings from the Great Place To Work survey, with focus groups planned for H1 2022. Continuing to invest in our capability development and the recruitment and onboarding processes which support this, including the roll-out of a new graduate training scheme. Continuing to refine our ways of working to ensure our new hybrid model is working effectively across all areas of our business. Additional information on how we invest in our people is provided on page 22 and on our website. Non-underlying items in the year principally comprise amortization charges for prescription medicines and certain other brand assets, impairment charges identified as a result of the annual impairment review, a provision of £7.9 million in relation to the Competition and Markets Authority decision, and restructuring costs relating to the closure of our offices in Milan and Los Angeles. For the prior year, non-underlying items comprised amortization and impairment charges, together with costs relating to the Amberen acquisition. Further detail on non-underlying items is provided in note 5. Reconciliation of underlying to reported profit before tax for the year ended 31 December 2021 shows underlying profit before taxation of £42.2 million compared to £33.5 million in 2020. Non-underlying items include amortization of acquired intangibles of £7.2 million, impairment of intangible assets and goodwill of £6.2 million, CMA provision of £7.9 million, restructuring costs of £2.4 million, and other costs of £0.4 million. Acquisitions costs for Biogix Inc. (Amberen) were not applicable in 2021 compared to £1.3 million in 2020. The total non-underlying items amounted to £24.1 million compared to £20.5 million in 2020. Reported profit before taxation was £18.2 million compared to £13.0 million in 2020. The underlying tax charge for the year was £8.0 million compared to £6.4 million in 2020, which equates to an effective tax rate of 19.0%, the same as in 2020. The total tax charge for the year was £10.8 million compared to £5.0 million in 2020, equating to an effective tax rate on reported profits of 41.6% compared to 38.3% in 2020, and includes a £5.0 million charge following the increase in the UK tax rate from 19% to 25%. This charge relates primarily to an increase in the deferred tax balances on intangible assets.
Underlying basic earnings per share, the measure used by the Board in assessing earnings performance, was 6.39 pence, an increase of 25% on the prior year compared to 5.11 pence in 2020, reflecting the increase in the Group’s underlying profit after tax offset by a modest increase in the number of shares in issue. Reported basic earnings per share decreased by 9% to 1.37 pence compared to 1.51 pence in 2020 due to the greater impact that non-underlying items had on reported earnings in the year versus the prior year. The Board is pleased to announce that it is proposing a final dividend payment of 1.128 pence per share for 2021, an increase of 5% on the final dividend payment for 2020, taking the total dividend payment for the year to 1.691 pence compared to 1.610 pence in 2020. The Board will continue to assess the level of future cash distributions having regard to overall business performance and future outlook. The final dividend for 2021, subject to approval at the Company’s AGM on 18 May 2022, will be paid on 7 July 2022 to shareholders on the register on 10 June 2022. Intangible assets increased by £0.8 million in the year to £413.7 million compared to £412.9 million on 31 December 2020. Following the successful deployment of Microsoft Dynamics D365 into the business in mid-2021, we conducted a review of the associated capitalized project costs, and as a result have transferred these capitalized costs, amounting to £15.0 million, from property, plant, and equipment to intangible assets in line with the deployment of the live system into the business. These additions have effectively been offset by underlying amortization charges of £1.4 million, non-underlying amortization charges of £7.2 million, and non-underlying impairment charges of £6.2 million; the remaining balance being due to exchange rate movements and a £0.2 million true-up for working capital relating to the Amberen acquisition. Net working capital at 31 December 2021 was £22.0 million, an increase of £2.7 million on that at the start of the year compared to £19.3 million on 31 December 2020, primarily reflecting movements in payables and receivables balances. Inventories, net of provisions, reduced £1.8 million to £21.1 million at 31 December 2021 compared to £22.9 million on 31 December 2020. This reduction was caused by the partial unwinding in the first half of 2021 of the higher inventory levels built up during 2020 in order to mitigate against any disruption to our supply chain following the UK’s departure from the EU, and to ensure continuity of supply through the pandemic. Receivables increased by £5.7 million, reflecting both the increase in revenues and the timing of sales and cash receipts in the second half of the year versus the equivalent period in 2020. Payables increased by £1.2 million, reflecting the phasing of invoices and payments around the year end, with a £2.8 million reduction in trade payables being more than offset by a £3.8 million increase in accruals and deferred income. In the year, the Group created provisions totaling £9.5 million as at 31 December 2021 compared to £Nil on 31 December 2020, £7.9 million of which relates to the CMA decision, the remainder, £1.6 million, being a provision for restructuring costs. Free cash flow for the year remained strong at £30.2 million compared to £34.1 million in 2020, with second half cash flows being significantly stronger than first half cash flows, reflecting both the reversal of the favorable movements in net working capital seen at the end of 2020 during the first half of the year, and the timing of sales in the second half. Cash generated from operations decreased by 3% to £44.9 million compared to £46.4 million in 2020. As a result, net debt reduced by £22.4 million to £87.0 million at 31 December 2021 compared to £109.4 million on 31 December 2020, with Group leverage reducing to 1.73 times compared to 2.43 times on 31 December 2020. We expect our cash generation to remain strong in 2022, and for leverage to reduce below 1.5 times by the end of the year, in the absence of further acquisitions. The Group’s operations are financed by retained earnings and bank borrowings, with additional equity being raised on a periodic basis to part-fund larger acquisitions. Borrowings are denominated in Sterling, Euro, and US Dollars. Group risk management policy is to hedge up to 75% of estimated future foreign currency EBITDA exposure for up to the next 18 months at any point in time.
The Group uses forward foreign exchange contracts to implement this policy, which are generally designated as cash flow hedges. The Group benefits from a £165 million Revolving Credit Facility and a £50 million Accordion Facility, expiring in July 2024. This facility provides flexibility for the Group to pursue its acquisition strategy over the next couple of years to complement future organic growth. £48 million of this RCF, together with the whole of the accordion facility, remained unutilized as at 31 December 2021. The cash generated from our trading operations is applied as follows: in reinvesting in our current portfolio of brands, with investment being primarily targeted at our larger Consumer Healthcare brands; in acquiring new Consumer Healthcare brands to complement our existing portfolio and leverage our operating platform; in paying down debt; and in paying dividends to our shareholders. We are already starting to see the business benefits from our ERP system, which went live in the first half of 2021, representing the culmination of a significant period of investment and cross-functional team effort in scoping, design, development, and implementation activities. Used by our operations and finance teams around the world, the system has enabled us to simplify, standardize, and automate business processes across the Group. Due to the high level of preparation work undertaken pre-implementation, the changeover from old to new systems was virtually seamless. During the year, the Board reviewed the principal risks and uncertainties facing the Group and continues to focus on those which could threaten the sustainability of our business model, our reputation, future performance expectations, or in extreme cases, the solvency or liquidity of our business. The links between our principal risks and uncertainties and our strategy are set out in the table on pages 40 to 45. Principal risks are assessed on a residual basis according to our current view of their potential severity, being the combination of impact and likelihood, and assuming that existing plans for mitigation are, and remain, effective. The current positioning of each of our principal risks, based on our assessment of their residual impact and likelihood, is shown in the graph to the right. The identified risks are not intended to be an exhaustive list of all the risks the Group faces but are the principal risks and uncertainties which the Directors believe include all known material risks in relation to the Group and the markets and industry within which we operate. The environment in which we operate is constantly evolving and can be affected by events that are outside of our control and which may impact on us both operationally and financially. New risks may emerge, the potential impact of known risks, including how quickly they escalate, and/or our assessment of these risks may need to change. For 2021, we have recognized a new emerging risk in relation to climate change. In addition to the matters set out in the coming pages, and as announced by the Group on 3 February 2022, the UK’s Competition and Markets Authority announced its finding that four companies, including Alliance, had infringed competition law in relation to the sale of prescription prochlorperazine. The Directors fundamentally disagree with the CMA’s finding. The Group believes that it has a strong case and will be appealing the CMA’s decision and the proposed fine of £7.9 million at the Competition Appeal Tribunal, which is expected to be heard in late 2022 or early 2023. The Group continues to engage with its expert external legal team to prepare a robust and effective appeal against these allegations. Risk description and relevance include organic growth, innovation and competition, inorganic growth through acquisitions, product safety, supply disruption, business systems, cybersecurity, people, supply chain management, product regulations, legal and compliance, foreign exchange, and pandemic, geopolitical and worldwide risks. Devices, food supplements, and cosmetics have inherent risks that some of these products could cause adverse reactions. Products may have to be withdrawn from sale, and we may have legal liability to those injured by the product, potentially damaging our reputation and compromising our future performance. In an extreme scenario, this could impact our liquidity position or even solvency. We have a dedicated in-house quality function that carries out regular supplier audits. Adverse event reporting and signal management for all medicine products show that generally, the Group’s products are well-tolerated, and many have been in existence for decades.
We maintain necessary regulatory approvals for all products in the markets we trade in and have public and products liability insurance to provide an appropriate level of protection for the company. Supply disruption can occur due to our inability to procure critical ingredients, for example, due to geopolitical events, logistics failures, or reliance on a single site of manufacture. Manufacturing, sourcing, or distribution issues, including an inability to increase production volumes to meet demand, can impinge on our potential sales and compromise our future performance and, in an extreme scenario, cash generation. We maintain close working relationships with our key suppliers to ensure we have early visibility of any potential issues. We ensure we maintain adequate stocks of critical ingredients and finished goods to cushion the impacts of any disruption in the supply chain. We forward book transportation to minimize the impacts of any disruption to logistics provision, for example, due to geopolitical and economic events. We put in place dual sourcing arrangements for key products to mitigate against manufacturer failure or inability to supply to meet sales demand. Where possible and cost-effective, the potential financial impact of supply chain disruption is mitigated by insurance. Principal risks and uncertainties continued. Risk has increased versus last year. Risk has reduced versus last year. Risk has not changed materially since last year. Organic growth is key brand potential. Complementary acquisitions. Investing in people. Acting responsibly. Links to strategy: trends, governance, additional information, financial statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview. Strategic Report. Operational risks continued. Risk description and relevance. Potential impacts. Key mitigating activities. Trend. Business systems failure to maintain and develop business systems and technology which adequately supports business processes, organizational infrastructure, and strategic growth ambitions, and enables us to manage any business continuity risk from unforeseen events. The business is highly dependent on multiple IT systems, and systems failure as a result of a business continuity event could have a significant impact on the business’s ability to continue to operate effectively. Loss of income or late market reporting as a result of a business continuity event causing loss of access to key resources, systems, and/or data could also potentially result in compliance failure, loss of control, and an inability to trade. Quality of data degrades as a result of not effectively managing data shared across multiple systems, leading to poor decision-making and increased transactional errors. The successful implementation of the ERP system has improved the internal control environment. Improved change control and change management processes better protect the integrity of our master data. An IT steering group is in place to maintain oversight of core systems and lead on changes required as a result of systems development or regulatory changes. Business continuity plans are in place and under regular review. Cyber security risk that the integrity, confidentiality, and availability of our data and third-party information which we hold is compromised through cyber-attacks. We hold significant amounts of confidential data relating to our products, our commercial activities, our financial transactions, and all other aspects of our business operations in electronic format, making it susceptible to being compromised through cyber-attacks. We also hold significant amounts of confidential data on our customers and employees, some of which is collected via our transaction processes, and so includes their financial information in addition to other personal data, which is similarly at risk of loss, corruption, or unauthorized dissemination as a result of a successful cyber-attack. There is a reputational impact if we suffered a major loss of personal data as a result of a successful cyber-attack. Financial loss, data loss, or reputational damage could occur due to fraud perpetrated through a successful social engineering attack. Financial transactions could be rerouted fraudulently because sensitive transactional data is given away. Data destruction or ransom could result from a malicious link being clicked. We use anti-virus software, firewalls, and network segmentation. We ensure all business software remains up to date to provide additional in-built security. We implement and review incident management, business continuity, and IT disaster recovery plans. We maintain appropriate physical and cyber-security measures to prevent unauthorized access to information. We provide training and alerts to staff to ensure that they are aware of known risks. We engage third parties to review and recommend ongoing improvements to enhance IT security and resilience. Principal risks and uncertainties continued. Risk has increased versus last year. Risk has reduced versus last year. Risk has not changed materially since last year.
Organic growth is key brand potential. Complementary acquisitions. Investing in people. Acting responsibly. Links to strategy: trends, governance, additional information, financial statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview. Strategic Report. Operational risks continued. Risk description and relevance. Potential impacts. Key mitigating activities. Trend. People failure to attract and retain sufficient high-quality people to deliver the business’s strategic growth ambitions. By virtue of its business model, Alliance has a high level of reliance on the skills and knowledge of its employees, many of whom have considerable sector experience or other specialist expertise, making them attractive to competitors and not always easy to replace. As the business continues to scale and expand its geographic presence, our requirements for high-caliber people continue to increase. The loss of key employees could potentially weaken the Group’s operational and management capabilities, potentially impeding its ability to grow. Loss of continuity and knowledge as a result of employee replacement could lead to operational inefficiencies. There may be a potential lack of required skills and expertise to support the continued growth of the business, its systems, procedures, and processes. We maintain competitive incentive and reward structures that remain attractive to existing employees and enable us to continue to attract high-quality applicants for new roles. Clearly defined roles and responsibilities are supported by documented systems and procedures to provide a level of continuity in the event an employee leaves the Group. We maintain relationships with a number of international and local recruitment agencies to ensure we can find and recruit good quality employees. We maintain a balance between permanent and contract heads to increase flexibility, particularly for project-based work. Supply chain management. The increasing globalization of our supplier base as a result of recent acquisitions has served to increase our exposure to risks around environmental, health and safety, business ethics, supply chain security, and climate, and increases the risk of failing to maintain sufficient oversight of our end-to-end supply operations associated with these areas. This is potentially a significant risk for Alliance, as our outsourced supply model has historically afforded only limited visibility of our end-to-end supply chain. Potential reputational damage, loss of product supply, and loss of revenues could result from failure to maintain sufficient oversight of our end-to-end supply operations. The implementation of our Know Your Supplier program, partnering with a market-leading data analytics provider, aims to improve the visibility of potential red flags in our supply chain. This enables us to align compliance and escalation processes to facilitate timely remediation of issues. Our Know Your Customer program bolsters our customer qualification and approval processes. Compliance risks. Risk description and relevance. Potential impacts. Key mitigating activities. Trend. Product regulations risk of non-compliance with product classification regulations and registration requirements, including relevant internal and external quality regulations and requirements, across all territories in which our products are manufactured and/or sold. Product regulations are continually being updated, new requirements introduced, or product classifications changed. In a number of territories, our product registrations are maintained by local distributors to comply with local regulatory requirements, creating an added layer of complexity. Some of our products may not gain regulatory approval or could face the risk of having their regulatory status challenged or adversely altered. This could affect the Group’s ability to launch new products or maintain sales of its current products in current jurisdictions or pursue further geographic expansion. Non-compliance with product classification regulations or registration requirements may result in a product having to be withdrawn from the market, with a consequential loss of sales. If compliance issues cannot be remediated, this could lead to cessation of product supply or limitation of market opportunities. We allocate sufficiently experienced internal resources to support the regulatory approval of products, including any extensions to other markets. We maintain regular discussions with local regulatory advisers to monitor any products that may be subject to challenge. Principal risks and uncertainties continued. Risk has increased versus last year. Risk has reduced versus last year. Risk has not changed materially since last year. Organic growth is key brand potential. Complementary acquisitions. Investing in people. Acting responsibly. Links to strategy: trends, governance, additional information, financial statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview. Strategic Report. Compliance risks continued. Risk description and relevance. Potential impacts. Key mitigating activities. Trend. Legal and compliance risk of non-compliance with relevant laws and regulations in all countries in which we operate, including anti-corruption laws, data privacy laws, competition laws, accounting, taxation, and listing regulations.
As the scope and scale of our business operations increases, we face an increasingly complex compliance burden. The level of legal and regulatory requirements to which we are subject continues to increase, and so do the penalties for non-compliance, making it vital that we effectively manage all the various aspects of our compliance risk. As we enter new territories and overseas markets, we become exposed to increased bribery, anti-slavery, and corruption risks. Likewise, as the Group expands its operations, the VAT and general tax environment in which it operates becomes more complex, and the risk of incorrectly reporting and paying relevant taxes increases. The Group has ongoing regulatory requirements, such as pharmacovigilance, which could, if not adhered to, lead to substantial fines and impact the Group’s ability to sell certain products. We may incur penalties for non-compliance as a result of adverse findings from regulatory inspections, which may potentially impact the sales of our products and damage our brands and reputation. Bribery, anti-slavery, and corruption all carry their own penalties and reputational damage. A failure to abide by data protection rules or incur a breach of data security could also pose a financial and reputational risk to the Group. Breaches of VAT and taxation rules also carry a risk of interest and penalties becoming payable. An infringement decision by the CMA relating to an alleged anti-competitive agreement could lead to a fine of up to £7.9 million if the Company’s appeal is not successful. We maintain continuing oversight of corporate compliance by an in-house company secretarial function. The introduction of the new ERP system will assist with supply chain management and VAT reporting. Training is made available to all employees on anti-bribery, anti-money laundering, competition law, market abuse, modern slavery, sanctions, tax evasion, and GDPR. We engage third-party experts in our overseas territories to help ensure compliance with local rules and regulations. A wide-ranging induction process for new starters ensures they understand their individual and the Group’s obligations in relation to matters such as adverse event reporting. A notice of appeal against the infringement decision will be filed. Ongoing work with an expert legal team ensures that the Company’s appeal is as robust and effective as possible to give the company the greatest chance of succeeding. Financial risks. Risk description and relevance. Potential impacts. Key mitigating activities. Trend. Foreign exchange risk movements in foreign exchange rates adversely impact financial performance. The Group earns a proportion of its revenues and profits in currencies other than Sterling, principally Euros, US dollars, and Hong Kong dollars, but accounts for the business in Sterling. The reporting of revenues and profits is therefore subject to volatility due to changes in exchange rates. Due to the acquisition of Biogix, which earns revenues and profits in US dollars, this risk has increased since last year. The change in CBEC distributor in 2021 has increased the Group’s exposure to Hong Kong dollars. Adverse movements in Sterling exchange rates versus Euro, US dollar, Hong Kong dollar, and other currencies could occur. The Group’s funding structure, with borrowings denominated in Sterling, Euros, and US dollars, provides a natural hedge to some of these exposures. The Group has a risk management policy to hedge up to 75% of its estimated future foreign currency EBITDA exposure for up to 18 months at any given point in time. The Group uses forward foreign exchange contracts to implement this policy, which are generally designated as cash flow hedges. Principal risks and uncertainties continued. Risk has increased versus last year. Risk has reduced versus last year. Risk has not changed materially since last year. Organic growth is key brand potential. Complementary acquisitions. Investing in people. Acting responsibly. Links to strategy: trends, governance, additional information, financial statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview. Strategic Report. Other risks. Risk description and relevance. Potential impacts. Key mitigating activities. Trend. Pandemics, geopolitical, and other worldwide events. In common with most other businesses, we will always be at risk from extreme and unexpected global events affecting our ability to operate. This could be an event that affects our people, our operational sites, our IT systems, or any other aspect of our business operations. This was the case with the COVID-19 pandemic, which surfaced in 2020 and is now being managed in accordance with the latest guidance and advice. More recently, the escalation of geopolitical events in Europe could cause supply chain disruption within the business and subject us to economic uncertainty.
A reduction in revenues or profitability and/or failure to achieve expected growth could occur due to reductions in demand or potential supply issues. Any significant impact on the Group’s revenues and profitability could potentially affect the Group’s ability to comply with its borrowing covenants. Pressure on sourcing and supply chain could lead to an increase in the cost of transportation, raw materials, and goods in general, and a reduction in the availability of certain materials, both of which could impact profitability. Increased costs and reduced demand for goods due to weaker economic growth and higher inflation could occur. General inflationary pressures being experienced by the wider business community will lead to increased pressure on workforce costs and rewards, which in turn could impact profitability. We regularly review and update demand forecasts to understand and mitigate any potential adverse effects on revenues, supported by our recently improved sales and operations planning processes. We maintain close working relationships with suppliers and distributors and ongoing monitoring for any signs of distress. We keep abreast of global events and economic conditions in the territories we operate to ensure risks are monitored accordingly. Emerging risks. Risk description and relevance. Potential impacts. Key mitigating activities. Trend. Environmental climate change risk to the longer-term viability of the business due to the impacts of environmental and climate change, both the direct impacts, such as the severity and frequency of adverse weather events and rising sea levels, and the indirect impacts, such as higher energy costs and infrastructure funding, which are likely to become increasingly prevalent as we transition to a low-carbon economy. These have yet to be determined. Increased business focus on environmental strategy and associated risks. Engagement of third-party expert support. Creation of TCFD roadmap and emissions reduction targets. Principal risks and uncertainties continued. Risk has increased versus last year. Risk has reduced versus last year. Risk has not changed materially since last year. Organic growth is key brand potential. Complementary acquisitions. Investing in people. Acting responsibly. Links to strategy: trends, governance, additional information, financial statements. Alliance Pharma plc – Annual Report and Accounts 2021. Company Overview. Strategic Report. Governance. Chairman’s introduction. Board of directors. Governance. Nomination committee report. Audit and risk committee report. Remuneration committee report. ESG committee report. Task force on climate-related financial disclosures. Directors’ report. Alliance Pharma plc – Annual Report and Accounts 2021. Governance. Company Overview. Strategic Report. Additional information. Financial statements. Good governance practice continues to remain a priority for the Board as we continue to work together to deliver value to our shareholders. Chairman’s introduction. Dear shareholders and colleagues, a warm welcome to this year’s report on governance where I, as your Chairman, provide an overview of the Group’s governance arrangements. The Board believes governance is central to delivering on our strategy and helps ensure the successful operation of our business. Last year, in adapting to life with the pandemic, we were able to build a stronger, more connected, and resilient business. As we all settle into a world where the pandemic seems to be very much a part of life, the business likewise has adapted and responded to support its customers, suppliers, employees, and shareholders. The safety, health, and wellbeing of our employees continue to be of paramount importance, and we have further improved our technology and infrastructure to provide safe ways of working, thereby keeping disruption to a minimum. Following the acquisition of Biogix Inc., the business has worked hard on integration and continues to build strong foundations to ensure it can grow its consumer healthcare portfolio. In April 2021, Nigel Clifford resigned from the Board, and following a rigorous search and recruitment process, we were pleased to welcome Kristof Neirynck as a non-executive director on 1 December 2021. Kristof brings with him his experience in international consumer healthcare, marketing, digital transformation, and innovation. Further information about Kristof can be found in his biography on page 49. As a company admitted to AIM, our governance is underpinned by the Quoted Companies Alliance Corporate Governance Code 2018. During the year, we have complied with the principles of the QCA Code, and details of how we have done so can be found in the governance section of the Company’s website. The sustainability agenda continues to be progressed by the business with oversight from the newly formed ESG Committee. You can read more about the work of the Committee on page 76. This year’s AGM will be held at 10:00 AM on 18 May 2022.
Further details can be found in the Notice of AGM accompanying this report. The Board would like to thank all shareholders and colleagues for their continued support, and we look forward to continuing with our good work during 2022. David Cook, Chairman, 30 March 2022. Alliance Pharma plc – Annual Report and Accounts 2021. Governance. Company Overview. Strategic Report. Additional information. Financial statements. Board of Directors. David Cook, Independent Non-executive Chairman. David joined the Board of Alliance as a Non-executive Director in 2014 and was appointed Chairman of the Board on 1 March 2018. David graduated in Chemistry at the University of Oxford and is a Chartered Accountant. He is currently Chief Financial Officer and an Executive Director of Ellipses Pharma, an international cancer drug development company, and was previously Chief Financial Officer and Chief Business Officer of Biotie Therapies Corp, a drug development company quoted in Helsinki and on NASDAQ. He has previously held senior financial positions with Jazz Pharmaceuticals International, EUSA Pharma, and Zeneus Pharma. David has extensive experience in financial and general business management. We are including the implementation of buy and build strategies in the life sciences sector, financing those businesses and managing investor relations across a number of stock markets globally. Experience Peter Butterfield, Chief Executive Officer Andrew Franklin, Chief Financial Officer Peter was previously the Company’s Deputy Chief Executive Officer and was appointed to his present office as Chief Executive Officer on 1 May 2018, having joined Alliance in 2010 as an Executive Director. Andrew joined Alliance in September 2015 from Panasonic Europe Ltd, where he was General Manager, European Tax and Accounting. Peter holds an honours degree in Pharmacology from the University of Edinburgh. Andrew holds an honours degree in Civil Engineering from the University of Wales, Cardiff. Peter has over 20 years of experience in the life sciences sector and strong leadership experience gained in a variety of contexts. Peter joined the Board of Alliance in 2010 with the acquisition of Cambridge Laboratories, where he spent five years, latterly as UK Commercial Director. Prior to joining Cambridge Laboratories, Peter spent six years at GlaxoSmithKline in a variety of marketing and sales roles. From 2010 to 2012, Andrew was Finance Director and Company Secretary of Genzyme Therapeutics Ltd, the UK and Ireland subsidiary of Genzyme Corporation. Prior to that, he gained 12 years of pharmaceutical experience with Wyeth in a variety of senior financial positions. Andrew is a Fellow of the Institute of Chartered Accountants in England and Wales with extensive experience in financial management of international businesses, including significant prior experience in life sciences companies. Committee membership View the Nomination Committee Report on page 56. Audit and Risk Committee Committee Membership Key Nomination Committee ESG Committee Remuneration Committee Committee Chair View the ESG Committee Report on page 76. Alliance Pharma plc – Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Board of Directors continued Richard joined Alliance as a Non-executive Director on 1 January 2019. Jo joined Alliance as a Non-executive Director on 1 January 2019. Richard has a degree in Engineering from Newcastle University and is a Chartered Accountant. Jo graduated in Natural Sciences from Cambridge University and is a Chartered Accountant. Richard is Chief Financial Officer at Medica Group PLC, the UK’s leading teleradiology provider. Prior to this, he was CFO and a Board member of US listed Mereo BioPharma Group PLC, a biopharma company developing a range of products in bone, endocrine and respiratory therapies with a focus on rare diseases. Richard joined Mereo from UK AIM listed Shield Therapeutics plc, where he was CFO and Company Secretary from early 2011, having initially joined the Board as a Non-executive Director in 2010. At Shield, he had a leading role establishing the finance operations and guiding Shield through its 2016 IPO. He has a background in investment banking, having held senior positions at Investec and Brewin Dolphin Securities, where he advised healthcare clients on a wide range of transactions including IPOs, M&A and fundraisings. Jo has 25 years of healthcare management experience gained in Europe, the US and Asia. Much of her career has been in pharmaceuticals at GlaxoSmithKline, where, amongst other roles, she headed the US vaccines business and Asia Pacific Pharmaceuticals business and led a programme to modernise the commercial model. She was previously Chief Operating Officer at the BMI group of private hospitals in the UK.
She was Non-executive Director at Frimley Park NHS Foundation Trust in the UK, Duke NUS Medical School in Singapore and Cello Health plc. She is currently a Non-Executive Director at UK listed company Circassia Group plc and is also on the Board of Recordati S.p.a and Indivior PLC. Richard Jones, Independent Non-executive Director Jo LeCouilliard, Independent Non-executive Director View the Audit and Risk Committee Report on page 60. View the Remuneration Committee Report on page 65. Audit and Risk Committee Committee Membership Key Nomination Committee ESG Committee Remuneration Committee Committee Chair Kristof Neirynck, Independent Non-executive Director Date joined Qualifications Experience Committee membership Kristof joined Alliance as an Independent Non-executive Director on 1 December 2021. He graduated as a Master of Science in Electronic Engineering from the University of Ghent, Belgium. Kristof joined the Board on 1 December 2021. He is global Chief Marketing Officer at Avon Cosmetics and brings 20 years of experience in General Management, Marketing, Digital Transformation, and Innovation, having carried out roles in Fast Moving Consumer Goods, Consumer Packaged Goods, Luxury and Retail sectors across multiple geographies. He is well versed in operating across an omnichannel model, combining bricks and mortar retail, e-commerce and direct to consumer experience. Kristof joined Walgreens Boots Alliance in 2015 and in 2017 became their Chief Marketing Officer for their Global Brands division, where he had responsibility for a $4 billion sales portfolio of more than 20 of their owned brands in Beauty and Consumer Healthcare. Prior to this, Kristof held leadership roles at P&G’s Prestige, Laundry and Feminine Care global divisions, having started his career in 2002 at Procter & Gamble in Belgium before moving to Procter & Gamble International in Switzerland in 2004. Alliance Pharma plc – Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Governance Key activities of the Board and its Committees Throughout the year, the Board received regular updates on, and considered, strategy, the commercial and financial performance of the business, scientific affairs and operations, people and infrastructure and legal and governance. In addition to these standing items, other business considered by the Board and its Committees is set out below. Strategic planning Strategy planning, review of Group strategy, presentations from business and functions. 2022 Budget Presentations and budget approval. Corporate development Review of acquisition opportunities and integration of Biogix Inc. Business reviews Mainland Europe, Asia Pacific, US, various product and brand reviews, brand protection, Great Place to Work. Investor engagement and broker presentations Full and half year results webcast presentations, analyst calls and investor road-shows, private client fund manager meetings, one-to-one calls and AGM, and presentations from brokers. Company results, trading statements and dividends Annual Report and Accounts, dividend policy and declarations. Nomination Committee Board composition and Committee membership, succession planning, NED recruitment, terms of reference, bonus proposal for 2022. Remuneration Committee Review of salary proposals, 2020 corporate bonus awards, Company share option awards, 2021 corporate bonus scheme, objectives and targets, terms of reference. Audit and Risk Committee Key accounting estimates and judgements, significant accounting policies, annual audit process and fees, external auditor, internal audit, foreign currency and hedging, US accounting post acquisition of Biogix Inc., ERP accounting and accounting treatment of CMA investigation. ESG Committee 2021 and 2022 sustainability framework and initiative, investor engagement, disclosure and accounting metrics, carbon action plan and environmental strategy, corporate website disclosures, terms of reference. Governance and Legal Includes the review of risk management framework, Board Effectiveness Review, Governance reporting, review of Articles of Association, AGM Notice, D&O insurance, litigation, Modern Slavery Statement, review of gender pay. Although there is no scheduled meeting in August, a management pack is circulated. Alliance Pharma plc – Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Governance continued The role of the Board The Board is responsible for the Group’s vision, business model and strategy. Together, the Directors are responsible for providing effective leadership to promote the long-term success of the Company. Each year, the Board holds a two-day strategy planning meeting at which the SLT and other senior employees present their proposals. From this session, the Group’s strategic plan and business model is agreed. The CEO is responsible for the implementation of the strategy and reports to the Board formally at a half year review. The strategy is communicated to all employees by the management teams through breakfast briefings and online presentations.
Further information on how the Company delivers the strategy to promote long-term growth can be found on pages 17 to 22 and in its business model on page 16. There is a formal list of matters reserved for the Board, which may only be amended by the Board and is available on our website. The Board’s key responsibilities include: Maintaining the policy and decision-making process through which the strategy is implemented. Checking that necessary financial and human resources are in place to meet strategic aims. Providing entrepreneurial leadership within a framework of good governance and sound risk management. Monitoring performance against key financial and non-financial indicators. Responsibility for risk management and systems of internal control. Setting values and standards in corporate governance matters. Corporate culture and business conduct Our culture is underpinned by a clear set of values, which help guide decision-making at all levels in the business. The Board expects the business to foster relationships and operate high standards of business conduct. The Board reviews and approves the Group’s policies which have been implemented and communicated internally and externally to those who are expected to adhere to them. For example, this includes policies on diversity and inclusion, the prevention of bribery and corruption, fair competition and anti-slavery and human trafficking. Further information about our policies can be found in Business Ethics on our website. Engagement with shareholders The Board and its Committees recognise that to meet its responsibilities to shareholders and other stakeholders, it is important to ensure effective engagement with, and encourage participation from, these parties. The Board factors the needs and concerns of all the Company’s stakeholders into its discussions and decision-making, having been made aware of the needs, interests, and any impact of such decisions on the Company’s stakeholders. Visibility and awareness are further increased through senior management who have collective responsibility for communicating and engaging with specific stakeholder groups. This includes making sure that the business as a whole upholds its values and monitors behaviour for acceptability. Recently, the Company invested in its Investor Relations by appointing a new Head of IR and Corporate Communications. Further information on our dialogues and engagement with shareholders and other stakeholders can be found on pages 34 and 53. Throughout the year, the CEO and CFO meet with potential and existing investors and they feed back to the Board the key summary points from their meetings. In addition to these meetings, there were 57 scheduled meetings held as part of the Company’s investor road-shows for the annual 2020 and half-year 2021 results. The Board is provided with an analysis of the Company’s investor base at each Board meeting and research notes by sell-side analysts are circulated to all Directors. Furthermore, analysts’ notes, and brokers’ briefings are received and considered by the Board in order to ensure, as far as possible, a clear and up-to-date understanding of investors’ views. Information on investor sentiment is also provided to the Board by the Company’s brokers and financial PR advisers. Alliance Pharma plc – Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Governance continued A list of the Company’s major shareholders can be found in the investor section of our website, and a list of notifiable holdings can be found on page 80 of the Directors’ Report. These are regularly updated following the formal notification of movements to the Company. The Company further communicates with shareholders through its Annual Report and Accounts, half-year announcements, trading updates and at the Company’s AGM. Such reports as well as other relevant announcements and related information are all available on the Group’s website. The website also offers a facility to sign up for email alert notifications of Company news and regulatory announcements. With employees The Board receives regular updates on People and employee engagement at its meetings. This includes briefings following surveys, organisational structure and other positive initiatives to support health and wellbeing. From time to time, employees are invited to attend various Board and Committee meetings to present on key operational and strategic matters. The Board and its Committees The Board currently comprises six Directors, being the Chairman, three further independent Non-executive Directors and two Executive Directors. Independence on the Board is reviewed and confirmed annually by the Nomination Committee. The Chairman The Chairman, David Cook, has primary responsibility for leading the Board and facilitating the effective contribution of all members to meetings.
He maintains a strong focus on governance to ensure good practice is embedded in the business with good flows in communication and reporting. He has regular dialogue with the CEO to ensure the business and the management team receive the support from the Board necessary to progress the strategy. The Chairman also meets with the Non-executive Directors on their own at least once a year and further meets with them as part of the Board evaluation process. Shareholders have an opportunity to engage with the Chairman and the Board at the Company’s AGM. The Chief Executive Officer (CEO) The CEO, Peter Butterfield, is responsible for the day-to-day running of the business and implementation of the Group’s strategy. He is supported by the SLT who have management responsibility for the business operations and support functions. Relevant matters are reported to the Board by the CEO and, as appropriate, the CFO and other members from the SLT. The Non-executive Directors Non-executive Directors are required to commit the time necessary to fulfil their role. Their role is to: Provide oversight and scrutiny of the performance of the Executive Directors. Constructively challenge to help develop and execute on the agreed strategy. Satisfy themselves as to the integrity of the financial reporting systems and the information they provide. Satisfy themselves as to the robustness of the internal controls. Ensure that the systems of risk management are robust and defensible. Review corporate performance and the reporting of such performance to shareholders. Each of the Non-executive Directors sits on at least three of the Committees ensuring that between them they have a role in determining the pay and benefits of the Executive Directors and in the planning of Board succession, including the appointment and, if necessary, removal of Executive Directors. Three independent Non-executive Directors, all of whom have an accountancy qualification, sit on the Audit and Risk Committee, enabling them to review internal controls and financial reporting matters. They have a direct relationship with the external auditors. Each Non-executive Director is appointed for an initial term of five years, subject to annual re-election by shareholders at the AGM. Their appointment term may be renewed by mutual agreement. Alliance Pharma plc – Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Governance continued Improving brand protection and distribution of products During the year, the Board receives regular updates on what the business is doing to protect its brands to ensure that opportunities are maximised to key geographical regions of the business. Plans put forward considered various stakeholder needs, including: Investing in resources and the development of existing skills and expertise both in the UK and in APAC. Maximising benefits and financial value to the business and shareholders. Investing in the detection and prevention of counterfeit products to ensure product quality and consumer safety. Reviewing and engaging key distribution partners and channels to protect the integrity of the supply of products to customers and consumers. Case study 1 ESG is very much at the heart of Board decisions. The Board continues to press forward with its focus on Sustainability, having established an ESG Committee at the beginning of 2021. A dialogue with key institutional shareholders formed part of a stakeholder engagement programme to ascertain and understand their views and approach. With a focus maintained on shareholders, people, customers and suppliers, and our impact on the wider community and planet, stakeholder needs are very much at the centre of a progressive strategy. During the year: External consultants have been engaged to support, help and inform the development of our sustainability strategy and framework and broaden understanding. An active dialogue was maintained with the investor community. Feedback was provided to the Board following open workshops with employees to better understand their views on ESG and climate-related matters. These sessions led to the Sustainability Forum. Engagement with the Remuneration Committee to ensure alignment with the Company’s reward and benefits strategy. Case study 2 Engaging with the Company’s stakeholders is well embedded in the business as we continue to look after our relationships with employees, customers and suppliers and consumers and the wider communities. Promoting long-term success — s.172 Companies Act 2006 The powers and duties of the Directors are determined by legislation and the Company’s Articles of Association. The Directors are aware and mindful of their duties and obligations under s.172 of the Companies Act 2006. Directors are required to act in good faith.
Discussions give due consideration to the impact of decisions on the Group’s strategy and values, stakeholders and the Directors are provided with written reports, market reviews, guidance, and presentations and briefings from both internal members of staff and external advisers as part of the process. Decisions are taken with a view to promoting the success of the Group and having considered the likely and long-term consequences for stakeholders concerned. Under s.172 Companies Act 2006, a company’s directors have a duty to discharge their responsibilities having regard to: The likely consequences of any decision in the long term. The interests of the company’s employees. The need to foster the company’s business relationships with suppliers, customers and others. The impact of the company’s operations on the community and the environment. The desirability of the company maintaining a reputation for high standards of business conduct. The need to act fairly as between members of the company. Stakeholder engagement and section 172 Alliance Pharma plc – Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Board attendance, support and meeting management Attendance schedule In leading and controlling the Company, the Directors are expected to attend all meetings. The Board and its Committees meet regularly on scheduled dates. This includes a two-day strategy meeting in each year which is also attended by all senior executives of the Group, the purpose of which is to review progress in delivering agreed plans and to develop and settle the Group’s business plans and long-term strategic targets and set the framework for the achievement of those goals. The Board held 11 scheduled meetings and three unscheduled meetings during the year. Meetings follow a clear agenda, supported by written reports and presentations from both Board Committees. The Board has delegated and empowered four Committees: a Remuneration Committee, a Nomination Committee, an Audit and Risk Committee and an ESG Committee. Each Committee has written terms of reference set by the Board, which are reviewed annually and are available on the Company’s website. Membership of each Committee is determined by the Board on the recommendation of the Nomination Committee. Executive Directors are only permitted to be members of the ESG Committee. Each Committee Chair reports to the Board on the activities considered and determined by the relevant Committee. A summary of the Committees’ responsibilities and their work during the year can be found in the reports from the Committees appearing later in this section. Governance continued Internal members of staff as well as external advisers and consultants. Three unscheduled meetings of the Board were called to deal with non-routine business. Meeting management The Company Secretary is secretary to the Board. Board and the Boards Committees. On behalf of the Chairman, the Company Secretary is responsible for ensuring that all Board and Committee meetings are conducted properly and that the Directors are properly briefed on any item of business to be discussed. He has a direct line into the Chairman on all matters relating to governance and is responsible for ensuring governance, legal and regulatory compliance is considered, recorded and implemented. Procedures are in place for distributing meeting agendas and reports so that they are received in good time, with the appropriate information. Ahead of each Board meeting, the Directors each receive written reports updating on strategy, finance, including monthly management accounts, operations, commercial activities, business development, risk management, legal and regulatory, people and infrastructure and on investor relations. Meeting papers are distributed via an electronic board portal. The Directors may have access to independent professional advice, where needed, at the Groups expense. Director training and development All the Directors are responsible for ensuring their skills and knowledge are kept up to date. This is done in varying ways but includes professional training, online training or attending seminars and webinars offered by advisers and consultancies. In addition, regular updates on corporate governance, legal or regulatory changes are also provided via reporting or through presentations to the Board. Directors conflicts of interest The Company has effective procedures in place to monitor and deal with conflicts of interest. Directors are required to notify the Company of any situation that could give rise to a conflict or potential conflict thereby compromising their independence and objectivity. Each member is required to disclose any such potential conflicts at the start of every meeting.
The Board is fully aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board. Where any such conflict arises, the Board determines whether or not a Director can vote or be a party of the item under consideration in accordance with the Companys Articles of Association. The Board is satisfied that potential conflicts have been effectively managed throughout the year. Board Meeting attendance 91% attendance Member Role Status Attendance David Cook Chairman Independent 11/11 Peter Butterfield CEO 11/11 Andrew Franklin CFO 11/11 Kristof Neirynck NED Independent 1/1 Jo LeCouilliard NED Independent 11/11 Nigel Clifford NED Independent 4/4 Richard Jones NED Independent 10/11 Kristof Neirynck joined the Board of Directors on 1 December 2021. Nigel Clifford resigned from the Board of Directors on 30 April 2021. Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Board effectiveness As required under the QCA Code, the Board continually monitors and improves its performance and evaluates its performance based on clear and relevant objectives. The Chairman evaluates the performance of the Board annually to offer Directors an opportunity to discuss their contribution in terms of their skills and experience as well as identifying areas for improvement or development to enhance the capabilities of the Board as a whole. The Nomination Committee reviews any outcomes affecting Board and Committee composition. In last years Annual Report we set out the feedback from the 2021 review which focused on four key areas including roles, contributions, and stakeholder engagement; meeting management and priorities; ambition and strategic planning and Board culture and dynamics. Where necessary and helpful, the Executive and senior leadership team can maintain a dialogue with the Non-executive Directors and can contact each other freely. During the year, the progress made included The Board holding a dedicated two-day face-to-face strategy meeting at which management teams delivered their presentations on their proposals for the short-to-medium terms plans for the business. Alongside this there was a mid-year meeting to review progress against the strategy. Governance continued Improved reporting to ensure there is the right balance of information to support decision-making. Meetings are held face-to-face where possible and the current Board schedule provides for some meetings to be held at our overseas offices. The Board is mindful of investors views and there is a good level of engagement through telephone meetings, road-shows, presentation days and responding to written requests for information. During the year, there was enhanced engagement with investors on ESG matters to understand their views. In addition, the Board recently approved the appointment of a new Head of Investor Relations and Corporate Communications and looks forward to hosting a Capital Markets Day in 2022. The 2022 evaluation consisted of one-to-one meetings between the Chairman and each Director to discuss various matters relating to Board and Committee performance and their effectiveness. Each meeting was also attended by the Company Secretary, who obtained feedback from each Director on the Chairman. Results and outcomes were reviewed, summarised and circulated to Board members for discussion in February 2022. The table below sets out the key focus areas arising from the 2022 review: Areas of focus Feedback and recommendations Board planning framework and dynamics The planning framework drives discipline and behaviours. The strong proximity of the Board and management is a real strength and there is always open and sensible discussion and challenge from Directors. Focus on strategy The strategy is well formulated. The Board continues to understand the impact of emerging trends and envision the longer-term plans. The recent appointment of Kristof Neirynck demonstrates the Boards commitment to strategy by enhancing skills and capabilities in the area of consumer healthcare. Performance and remit of Board Committees Overall the Committees are chaired and run very well. The Remuneration, Nomination and ESG Committees need to ensure their work continues to evolve as the strategy develops, particularly in the areas of remuneration policy and succession planning. Board engagement There is good engagement with investors and the Board is to consider how it could engage with employees outside of surveys and presentations. The next review in relation to 2022 is scheduled for early 2023.
Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Nomination Committee Report Chairmans statement On behalf of the Nomination Committee, I am pleased to introduce the Nomination Committee Report in which we set out the Committees responsibilities and report on the activities of the Committee during the year. As a growing international Consumer Healthcare business it is critical that we employ the capabilities of and develop our people to help us continue to deliver on our strategy. We remain focused on understanding our framework on gender and ethnic diversity and inclusion, and succession planning across the business. During the year much of the Committees focus has been on succession planning, Board composition, and the search and appointment of a new Non-executive Director. On 1 December 2021, we warmly welcomed Kristof Neirynck to the Board and he was also appointed to the Nomination, Remuneration and ESG Committees. You can read more about our recruitment and induction processes on page 59 of this report. David Cook Nomination Committee Chairman 30 March 2022 As a growing Consumer Healthcare business we seek the very best skills and experience to help us achieve the Groups strategic objectives. Nomination Committee Report Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Diversity and inclusion As part of a progressive plan, we review the skills on our Board and work with Group HR to ensure we identify any gaps. We talk about a range of areas such as diversity of thought, experience, gender, ethnicity, skills, nationality, and specific skills identified to strengthen and develop the knowledge base on the Board. When necessary we also engage and work with specialist recruitment consultants to help identify talent and search for potential candidates that meet our objective criteria. As a Board of a company admitted to AIM, we monitor the guidance and best practice in the market around the areas of gender and ethnicity, in particular the percentage targets set for FTSE main market listed companies. Should investors wish to discuss any aspects of the work of the Committee, I will be available to answer questions at this years AGM. The Companys Diversity and Inclusion Policy can be found on the Companys website. Nomination Committee Report continued DIRECTOR ROLE GENDER FINANCE CONSUMER HEALTHCARE PHARMA INTERNATIONAL GROWTH FINANCIAL MARKETS Peter Butterfield CEO M Andrew Franklin CFO M Kristof Neirynck INED M David Cook INED M Jo LeCouilliard INED F Richard Jones INED M UK and overseas financial markets experience. Board gender diversity Male 83% Female 17% The role of the Committee The Nomination Committees primary roles are to carry out a selection process for the appointment and reappointment of all Directors to the Board, and to review the structure, size and composition of the Board including in terms of skills, knowledge, experience and diversity. The Committee also reviews the leadership needs of the organisation and monitors succession planning for both Board and senior executive roles. The framework of duties is set out in its Terms of Reference which are available on the Companys website. Each year the Committee reviews its own performance and its Terms of Reference. Duties of the Committee The duties of the Committee include Keeping itself informed about strategic issues and commercial changes affecting the Company. Reviewing the structure, size, and composition of the Board, including diversity, skills, knowledge, and experience. Considering succession plans for Directors and other senior executives. Identifying and nominating candidates to fill Board vacancies. Evaluating the balance of skill, knowledge, experience, and diversity prior to commencing any appointment process. Reviewing the results of the Board performance evaluation insofar as it relates to composition and time commitment of Directors. Making recommendations to the Board on matters such as Committee membership, reappointment, and re-election of Directors. Members of the Committee have access to the Company Secretary, who attends and minutes all meetings. To enable the Committee to discharge its duties effectively, the Company Secretary is responsible for ensuring the Committee receives high-quality, timely information. The Chair of the Committee reports to the Board on its proceedings after each meeting on all matters within its duties and responsibilities and will make any recommendations to the Board it deems appropriate. Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Attendance During the year, the Committee held two scheduled meetings and reported on its activities to the Board.
Nomination Committee Report continued Activities of the Committee Board composition The Committee reviews any outcomes from the annual Board performance evaluation that relate both to composition and time commitment from Non-executive Directors. The Committee keeps under review the Boards composition to ensure it provides a sufficiently wide range of skills and experience to enable it to pursue its strategic goals and to address anticipated issues in the foreseeable future. This process includes reviewing the mix of skills, sector experience and financial, public markets and international experience. Being a global business, the Committee is aware of the benefits of diversity on the Board and at the senior management level. Committee membership Appointments to the Committee are made by the Board. Only members of the Committee have the right to attend meetings. However, where appropriate, the Chief People and Infrastructure Officer and the CEO are invited to attend certain meetings of the Committee to support with discussions around succession planning and recruitment process. Committee membership changes Nigel Clifford stepped down from the Committee on 30 April 2021. With effect from 1 December, Kristof Neirynck was appointed a member of the Nomination Committee. It remains committed to considering diversity when discussing appointments and succession plans. The Company and the Board always seek to search for, recruit and appoint the best available person based on aptitude and ability, regardless of gender, marital or civil partnership status, race, colour, nationality, ethnic or national origins, pregnancy, disability, age, sexual orientation, religion or belief. NED search and appointment During 2021, the Nomination Committee conducted a search and recruitment process followed a review of the skills, capabilities and experience on the Board. As an international consumer healthcare business with diverse products across many territories, the Board sought to recruit someone with close knowledge and extensive experience in the marketing of products in the healthcare sector, across several countries, particularly in the US, APAC and European regions. The Committees process was supported by the Chief People and Infrastructure Officer and the Company engaged the services of an external executive search and recruitment agency. Following a recommendation by the Nomination Committee, the Board was pleased to announce the appointment of Kristof Neirynck as a Non-executive Director on the 29 June 2021. He took office on 1 December 2021 and brings with him the addition of skills and experience in marketing, digital transformation and innovation gained in fast-moving consumer healthcare companies. Board balance and independence The Committee considers there to be an appropriate balance between Executive and Non-executive Directors on the Board, and following this years Board evaluation, members confirmed that discussions are not dominated by any one or small group of people when making decisions. Having considered the guidelines on independence, on appointment as Chairman, David Cook was independent and continues to be regarded by the Board as independent alongside Richard Jones, Jo LeCouilliard and Kristof Neirynck. Senior Independent Director Each year the Nomination Committee considers whether it is appropriate to have a Senior Independent Director to act as a sounding board and intermediary for the Chairman or other Board members. As part of their review in 2021, it was concluded that the appointment of a Senior Independent Director is not necessary at this time, but the potential appointment will be kept under review. External directorships The Chairman and Non-executive Directors hold appointments as Directors and/or senior management on a small number of other companies, as detailed in their biographies on pages 48 and 49. It is considered that the Chairman and Non-executive Directors allocate sufficient time and commitment to fulfil their duties to the Company. Nomination Committee 2 Meetings 100% attendance Member Role Status Attendance David Cook Chairman Independent 2/2 Jo LeCouilliard NED Independent 2/2 Kristof Neirynck NED Independent Nigel Clifford NED Independent 1/1 Richard Jones NED Independent 2/2 Additional ad hoc meetings were held during the year to deal with NED recruitment. Resigned from the Board on 30 April 2021. Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Nomination Committee Report continued Board appointments and succession planning Succession planning The Committee works closely with the Board and, with the support of the Chief People and Infrastructure Officer, develops strategies in support of progressive and orderly succession planning for Board and senior management. Planning includes consideration of the challenges and opportunities facing the Company and careful evaluation of the skills and experience needed on the Board in the future.
When developing these plans, the Directors are mindful of the need for a more diverse executive pipeline to help increase diversity levels in senior positions. Page 75 in the Remuneration Committee Report sets out the term of appointment for each Director. The nine-year tenure of the Chairman will come to an end early 2023, after which he is no longer considered to be independent. Accordingly, the Committee has started to consider succession for the role and shareholders will be notified of any proposed changes as and when it would be appropriate to do so. Board appointments and induction Whether as part of formal succession planning or to fill any Board vacancy that should arise, the Committee leads the process for the appointment of Directors. The Chairman does not chair the Committee when it is dealing with the appointment of his successor. Any appointment process follows a careful assessment of the balance of skills, knowledge and experience and diversity on the Board to identify capabilities that would enhance the Board and support the long-term strategy of the Group. The Chief People and Infrastructure Officer prepares a role description and capabilities required for the appointment. The services of an external recruitment agency are engaged to facilitate the search with instructions to consider candidates from a wide range of backgrounds. Potential candidates are also considered on merit and against objective criteria with due regard to the benefits of diversity, including gender, and time available to devote to the position. Potential candidates are required to disclose business interests that may result in a conflict of interest. From a short-list of suitable candidates, interviews are held with the Chairman of the Board, CEO and Chief People and Infrastructure Officer and other Board members. The Committee then recommends appointments to the full Board for their formal approval. New appointments are proposed to shareholders for approval at the next AGM following the first date of appointment. On appointment, all Directors receive a personally tailored induction. This includes meetings with members of the Board, members of the senior leadership team, the Group General Counsel and Company Secretary, and presentations from key functions in the business. They are provided with an overview of the Groups structure and operations and governance policies and receive copies of past Board minutes and reports via the electronic board portal. In addition, the portal holds other key corporate documents and information, for example, Matters Reserved for the Board, Committee Terms of Reference, the Companys Articles of Association and the Directors and Officers liability insurance arrangements. Annual re-election of Directors at AGM In accordance with the Companys Articles of Association, all Directors are subject to election or re-election by shareholders at the AGM. In line with good practice, the Committee recommended to the Board that all six Directors, being eligible, put themselves forward for annual re-election at the Companys AGM. Alliance Pharma plc Annual Report and Accounts 2021 Governance Chairman's statement On behalf of the Audit and Risk Committee, I am pleased to introduce the Audit and Risk Committee Report. As a company admitted to AIM, we are guided by the QCA's Audit Committee Guide and, when appropriate to do so, look to the UK Corporate Governance Code 2018 and to investor guidelines for best practice. In this report we set out the Committee's responsibilities and report on the activities of the Committee during the year. At the start of the year, alongside our regular work carefully reviewing the Company's annual financial statements, the associated accounting treatment and disclosures, efforts focused on the integration of Biogix Inc. following its acquisition on the 29 December 2020. The Committee carried out a post-acquisition accounting review of Biogix Inc., which included a review of the independent audit conducted in respect of the Company's financial statements prior to acquisition, significant judgements and estimates used in considering the impact of the acquisition under IFRS 3 Business Combinations and the appropriateness of the disclosures and accounting rules for the year ended 31 December 2020 in respect of the acquisition. We continue to monitor the integrity of the financial statements and other announcements as the business works to achieve its goals. Audit and Risk Committee Report Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Audit and Risk Committee Report continued In addition, there was a mid-year review of financial controls in the US. Key controls have been implemented including the appointment of a Divisional Financial Controller.
Regular reviews were held with the Company's Auditor, KPMG LLP, without management in attendance. In 2021, the Committee welcomed Huw Brown as the new lead audit partner. The Chair meets with Huw Brown outside of the formal Committee meetings as part of relationship engagement. As part of the Committee's annual review of. The need for an internal audit function has been concluded by the Committee that, with the growth of the business and the corresponding complexities, it is appropriate to establish a new internal audit function. Management is currently in the process of appointing a new Internal Audit Manager who will report to me. The role of the Committee is to assist the Board with monitoring and reviewing the Company’s financial results and other reporting and has oversight of the effectiveness of risk management and systems of internal control. Its role is to provide confidence to shareholders on the integrity of our reported financial results and provide challenge to the external auditors and senior management. The framework of duties is set out in its Terms of Reference which are available on the Company’s website. Each year the Committee reviews its own performance and its Terms of Reference. The duties of the Committee include reviewing the management and reporting of financial matters including key accounting policies, reviewing the Annual Report and Accounts and advising the Board on whether, when taken as a whole, it is fair, balanced, and understandable and provides shareholders with the information necessary to assess the Company’s performance, business model, and strategy. The Committee reviews the Group’s risk register quarterly, and the Committee believes that the Group strategy has the support of a management team who understand the risk management framework required to deliver it. Information about our principal risks and uncertainties and our system of risk management and internal control can be found on pages 39 to 45 and on pages 63 and 64. The Company intends to undertake a tender process for audit services and expects this process to be completed by Q3 2022. Notwithstanding such process, a resolution to re-appoint KPMG LLP will be proposed at this year’s Annual General Meeting. The Committee is responsible for considering the appointment of external auditors and the frequency of re-tendering and rotation of the audit, overseeing the relationship with, and the independence and objectivity of, the external auditors, setting policy in relation to the use of the external auditors for non-audit services, advising the Board on the Company’s appetite for and tolerance of risk and the strategy in relation to risk management and reviewing any non-conformances with these, reviewing the Company’s risk management and internal control systems and their effectiveness, and reviewing the Company’s procedures for detecting fraud, bribery, and corruption and ensuring arrangements are adequate for employees to raise concerns. Members of the Committee have access to the Company Secretary who attends and minutes all meetings. To enable the Committee to discharge its duties effectively, the Company Secretary is responsible for ensuring the Committee receives high-quality, timely information. The Chairman of the Committee works closely with the CFO and the finance department to ensure papers for meetings are comprehensive and comprehensible. When appropriate to do so, the Committee seeks the support of external advisers and consultants. The Committee reports to the Board which includes reporting on any matters where it considers action or improvement is needed, including recommendation of remedial actions. The Chair of the Committee reports to the Board on its proceedings after each meeting on all matters, including any reporting issues and on estimates and judgments made in the preparation of financial statements. During the year, the Committee held four scheduled meetings and reported on its activities to the Board. As at the date of this report, the members of the Audit and Risk Committee, all of whom held office throughout the year and to the date of this report unless otherwise stated, are Richard Jones, Chairman, Independent, 4 out of 4 attendance; David Cook, NED, Independent, 4 out of 4 attendance; Jo LeCouilliard, NED, Independent, 4 out of 4 attendance. Appointments to the Committee are made by the Board following any recommendations from the Nomination Committee. Only members of the Committee have the right to attend meetings. All three members of the Committee have a mix of knowledge and skills gained through their experience of business, management practices including risk, the industry sector, and have recent and relevant financial experience.
The CEO, CFO, and the Group Head of Finance are invited to attend all meetings, while other senior financial managers will attend as appropriate. The external auditor also attends the meetings to discuss the planning and conclusions of their work and meet with the members of the Audit and Risk Committee without any members of the executive team present after each meeting. The Audit and Risk Committee can call for information from management and consults with the external auditor directly if required. Key activities of the Committee include reviewing the content and integrity of financial statements and any formal announcements relating to financial performance, including review of the significant financial reporting judgments contained therein, reviewing the financial statements and narrative reporting in the Annual Report and Accounts for 2020 and 2021 with reference to the reports being fair, balanced, and understandable, and including a review of the appropriateness of the disclosures considering requirements and guidance under IFRS, the AIM Rules for Companies, Companies Act 2006 requirements, FRC guidance, and the QCA Corporate Governance Code 2018. The Committee also reviews the preliminary results for the financial years ended 31 December 2020 and the unaudited half-year results to 30 June 2021, and considers reports from the external auditor in respect of the Annual Report and Accounts for 2020 and 2021. The Committee reviews matters that have informed the Board’s assessment of whether the Company is a going concern, including a review of the going concern methodology, assessment in support of the going concern assumption, concluding the expectation that the Group has adequate resources to continue in operation for the foreseeable future. In respect of the preparation of the financial statements for the year ended 31 December 2021, the Committee reviewed key accounting judgments and estimates including a review of the group’s weighted average cost of capital, a review of intangible assets including consideration of impairment under IAS 36, estimates and judgments in respect of going concern, review of alternative performance measures, and accounting for the Biogix Inc acquisition. The Committee also reviewed the legal and accounting considerations and draft disclosures for the financial statements for the year ended 2021, including the making of a provision following the CMA’s Infringement Decision on 3 February 2022, and reviewed an assessment under IFRS 15 and the revenue recognition in relation to a major cross-border e-commerce distribution agreement. The Committee reviewed the accounting treatment for ERP systems in light of IFRS Interpretations Committee decisions on cloud computing arrangements, financial and other internal controls and risk management systems, including the Group’s Principal Risks and Uncertainties, and reviewed the Company’s Whistleblowing policy and procedures. The Committee reviewed its own Terms of Reference which are considered to be satisfactory. The Committee and Board were satisfied that the Committee and its members continue to operate effectively individually and collectively and had discharged all of the duties within its remit. The Board has primary responsibility for the Group’s overall approach to risk management and systems of internal control and has delegated its oversight to the Committee. During the year, the Committee has reviewed and reported on the identification, evaluation, and management of risks facing the business and has considered the effectiveness of associated processes and controls to ensure a healthy balance between the risk we face and harnessing the opportunities that align with strategy to grow a strong and sustainable business. At least once a year, the Board also reviews risk management and those risks the Board is not prepared to take are either avoided or, as far as possible, are mitigated and/or transferred to insurers. The responsibilities surrounding risk management and internal control systems are designed to meet the needs of the size and complexity of the business. It takes into account the applicable requirements of pharmaceutical regulators in the various markets in which the business operates as well as the legal requirements of being a UK company admitted to AIM. Internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material loss or misstatement. The key components of the current systems of internal controls include clearly communicating Alliance’s values and strategy to ensure these are understood and people know what is expected, developing business and financial plans that support the strategy, reviewing policies and procedures to ensure these remain fit for purpose, strengthening controls through enterprise resource planning, regular reporting of actual performance relative to goals, budgets, and forecasts, ensuring there is a structure of accountability, and training and monitoring.
Every year, the Audit and Risk Committee considers the need for an internal audit function. This year the Committee has taken a decision to establish an internal audit function and its activities will be reported in the 2022 Annual Report. The Company has a Whistleblowing Policy and procedures to help with the detection and prevention of fraud. Published on the Company’s Intranet, the Policy provides all employees access to a confidential forum in which it is possible to raise concerns about potential and perceived improprieties. Provided it is appropriate to do so, the process is managed by the Company Secretary in conjunction with Human Resources. The outcomes of any investigations carried out in accordance with the Policy are reported to the Committee. Each year, the Committee assesses the proposed audit plan for the external auditor’s review of the Company’s full-year financial statements. This plan sets out the scope of the audit, areas of significant risk of material misstatement, timetable, and fees. KPMG formally presents their findings to the Committee but throughout the auditing process there is regular dialogue and engagement with management with any significant matters or risks being communicated. Prior to the Board’s approval of the Annual Report and Accounts, the Committee reviews with the auditor the representations set out in the management representation letter and reports to the Board. The auditor presents the Board with a management representation letter which the Committee will have reviewed and discussed with the auditor as part of its year-end meetings. The Committee is responsible for agreeing the terms of engagement with the Company’s external auditors KPMG. The objectivity and independence of the external auditors are safeguarded by reviewing the auditors’ formal declarations, monitoring relationships between key audit staff and the Company, and tracking the level of non-audit fees payable to the external auditors. KPMG took up office as the Company’s auditor in 2016. The auditor’s appointment requires the approval of shareholders at the AGM. The Company intends to undertake a tender process for audit services and expects this process to be completed by Q3 2022. Notwithstanding such process, a resolution to re-appoint KPMG LLP will be proposed at this year’s Annual General Meeting. Each year, the Committee reviews the scope and fees for the annual audit of the Company. On behalf of the Remuneration Committee, I am pleased to introduce this year’s Remuneration Committee Report. As a company admitted to AIM, we are guided by the QCA’s Remuneration Committee Guide and, when appropriate to do so, look to the UK Corporate Governance Code 2018 and to investor guidelines for best practice. The Committee remains aware of the importance placed by investors on remuneration. In carrying out its duties, we continue to balance our remuneration policy and practices with our size and complexity as well as with the performance of the business. We promote the long-term growth of shareholder value, in line with the Group’s strategy, and the need to ensure that our people remain motivated through fair remuneration strategies. The Committee believes that the Company’s current remuneration policy encourages and rewards the right behaviors and that any risks created by its structure are within the appetite of the Board. The key activities of the Committee during the year included reviewing our remuneration policies and remuneration levels in the context of appropriate AIM market comparisons, ensuring our policy achieves its objectives and continues to attract, retain, and motivate a high-quality management team to run the Alliance business successfully for our shareholders. We aim to ensure that our remuneration arrangements align to support implementation of the Group’s strategy for the medium to long term. The Committee continues to monitor trends and developments in relation to remuneration and market practices and corporate governance and welcomes views from its shareholders. Being committed to and maintaining a healthy dialogue with our shareholders helps to ensure that our remuneration strategy is understood and remains appropriate across all levels of the organization. I will be attending the AGM on 18 May 2022 and will be available to answer any shareholder questions on the Committee’s activities. In the meantime, I would like to thank our shareholders for their continued support. The role of the Remuneration Committee is to ensure there is a formal process for considering Executive remuneration. On behalf of the Board, it reviews the pay, benefits, and other terms of service of the Executive Directors of the Company and the broad pay strategy with respect to other senior executives.
The framework of duties is set out in its Terms of Reference which are available on the Company’s website. Each year the Committee reviews its own performance and its Terms of Reference. Members of the Committee have access to the Company Secretary who attends and minutes all meetings. To enable the Committee to discharge its duties effectively, the Company Secretary is responsible for ensuring the Committee receives high-quality, timely information. The Chair of the Committee reports to the Board on its proceedings after each meeting on all matters within its duties and responsibilities and will make any recommendations to the Board it deems appropriate. The Committee will also engage with the Nomination Committee when considering, for example, the appointment of Directors or contractual terms on termination. During the year, the Committee held a total of six meetings and reported on its activities to the Board. As at the date of this report, the membership of the Remuneration Committee comprises three Independent Non-executive Directors and their attendance was as follows: Jo LeCouilliard, Chairman, Independent, 6 out of 6 attendance; David Cook, NED, Independent, 6 out of 6 attendance; Nigel Clifford, NED, Independent, 2 out of 2 attendance; Kristof Neirynck, NED, Independent, 1 out of 1 attendance. Nigel Clifford resigned from the Board of Directors on 30 April 2021. Kristof Neirynck joined the Committee on 1 December 2021. During the year, matters reviewed and considered by the Remuneration Committee included reviewing policies on remuneration, external environment, market comparators, increases to annual base salaries, short-term and long-term reward and incentives, and assessing the extent to which targets have been achieved under the performance-related bonus scheme. When appropriate to do so, the Remuneration Committee seeks the support of external advisers and consultants. During the year, the Committee undertook a competitive tender process and appointed Ellason LLP as adviser to the Committee. Ellason LLP are members of the Remuneration Consultants Group, which sets out guidelines to ensure that any advice received is independent. Ellason LLP provides no other services to the Company and the Committee is satisfied that the advice received is objective and independent. No Directors or senior managers are involved in any decisions as to their own remuneration. As the Company is not a fully listed company, it is not required to produce a formal remuneration policy or seek shareholder approval of that policy. However, we set out below additional information that the Committee believes will be most useful to shareholders and reflects remuneration practices that are appropriate for an AIM company of our size. The policy is designed to ensure our Executive Director pay arrangements remain supportive of and drive the strategy. Base salaries are reviewed annually to ensure they remain in line with other pharmaceutical, healthcare, and AIM companies and reflect the size and scope of the individual’s role. Within that frame of reference, the Company aims to be at or near the median level. Annual base salaries increase in line with the remuneration policy and take effect from May each year. The Committee is committed to ensuring that salaries remain competitive relative to the AIM 100. Levels are set to attract and retain individuals to lead and drive forwards the agreed strategy for the Company. Executive Directors can participate in the Company’s defined contribution pension scheme. In line with all employees, only their base salaries are pensionable. The Company contributes twice the amount contributed by the employee up to a maximum of 10%. When appropriate to do so, Executive Directors may take benefits as a salary cash supplement, which will ordinarily be reduced to take account of the employer National Insurance Contributions. Other benefits in kind include life assurance, healthcare, and the provision of a cash allowance in lieu of a company car. The delivery of the Group’s in-year, short-term corporate goals is incentivised by offering a cash-settled bonus linked to two factors: the achievement of budgeted levels of underlying profit before tax, which is the key metric the Board considers in monitoring corporate performance, and personal performance of each Executive. As part of this incentive strategy, Executive Directors are eligible to participate in the all-employee Annual Bonus scheme. The level of that bonus is determined by first assessing whether the threshold level of financial performance has been achieved by the business and, once this has been achieved, applying a further multiplier which is determined by assessment of the Executive’s personal performance for the relevant year. The financial targets are set at the start of each financial year.
The targets are determined with the approval of the Remuneration Committee to ensure they incentivise the Executives and align with delivery of the Group’s strategy. Personal performance is measured on various factors including delivery of pre-set personal targets. Based on a combination of financial and personal performance, the Annual Bonus that each of the Executives is able to earn is as follows: Chief Executive Officer: A bonus of 50% of base salary is payable for on-target financial performance, increasing on a sliding scale up to a maximum of 100% of base salary. The bonus payable can be further increased by applying a personal performance multiplier. The maximum personal performance multiplier is 1.5 times, meaning up to an additional 50% of salary. The CEO’s potential maximum Annual Bonus opportunity is therefore 150% of base salary. Chief Financial Officer: A bonus of 40% of base salary is payable for on-target financial performance, increasing on a sliding scale up to a maximum of 80% of base salary. The bonus can be further increased by applying a personal performance multiplier. The maximum personal performance-related multiplier is 1.5 times, meaning up to an additional 40% of salary. The CFO’s potential maximum Annual Bonus opportunity is therefore 120% of base salary. The Company operates two share incentive schemes to encourage a culture of long-term growth and performance that aligns with share ownership. Executive Directors can participate in both the market value Company Share Option Plan and a nil-cost Long-Term Incentive Plan. Any awards granted to the Executive Directors are subject to performance metrics which are reviewed regularly by the Committee, and the level of award is reviewed annually to ensure that the aggregate remuneration remains competitive. Performance targets for Directors’ awards granted under the Long-Term Incentive Plan and Company Share Option Plan continue to be based on Earnings Per Share and Total Shareholder Return related targets, assessed over a three-year performance period. The maximum total market value of shares over which awards may be granted under the Long-Term Incentive Plan to any participant during any financial year is 100% of the participant’s salary. However, in exceptional circumstances, the Committee may, at its absolute discretion, grant a higher amount. The maximum market value of shares under the approved part of the Company Share Option Plan shall not exceed £30,000. There is no limit on the market value of shares when granting unapproved share option awards. To align Directors and Senior Management’s interests with our shareholders, the Company operates a Share Ownership Policy. When exercising share options, relevant employees are required to build a qualifying interest in shares or vested options capable of exercise that is equal to a percentage of their base salary at the prevailing time. Ordinary shares are valued at their market value at the time of any calculation carried out to determine whether a qualifying interest has been established or needs to be increased. The CEO is required to build a qualifying interest equal to 200% of his base salary, while the CFO is required to build an interest equal to 150% of his salary. Non-executive Directors of the Company receive a basic fee for the services provided to the Company. These are reviewed by the Company from time to time to ensure levels remain in line with comparable companies. There are no performance measures in relation to fees paid to Non-executive Directors. The Non-executive Directors do not receive an additional allowance for chairing one or more of the Committees of the Board. The aggregate remuneration payable to the Directors in respect of the period was as follows: Peter Butterfield: Salary or fees 335,500, Other 12,377, Pension 28,998, Bonus 238,889, Total remuneration excluding share options 615,764, Exercised share option gains 363,146, Total remuneration including share options 978,910. Andrew Franklin: Salary or fees 226,667, Other 11,922, Pension 22,667, Bonus 155,940, Total remuneration excluding share options 417,296, Total remuneration including share options 417,296. Nigel Clifford: Salary or fees 115,000, Other 0, Pension 0, Bonus 15,000, Total remuneration excluding share options 44,389, Total remuneration including share options 15,000. David Cook: Salary or fees 82,667, Other 0, Pension 0, Bonus 82,667, Total remuneration excluding share options 78,488, Total remuneration including share options 82,667. Richard Jones: Salary or fees 45,750, Other 0, Pension 0, Bonus 45,750, Total remuneration excluding share options 44,389, Total remuneration including share options 45,750. Jo LeCouilliard: Salary or fees 45,750, Other 0, Pension 0, Bonus 45,750, Total remuneration excluding share options 42,723, Total remuneration including share options 45,750.
Kristof Neirynck: Salary or fees 23,844, Other 0, Pension 0, Bonus 3,844, Total remuneration excluding share options 0, Total remuneration including share options 3,844. Total remuneration for all Directors was 1,589,217 for 2021 and 1,172,249 for 2020. No Director received any remuneration from a third party in respect of their service as a Director of the Company. Base salaries for the CEO and CFO were increased in line with the wider workforce during the year from £330,000 to £338,250 for the CEO and from £220,000 to £230,000 for the CFO. These increases took effect on 1 May 2021. Both the CEO and CFO received an employer pension contribution of twice the amount contributed by the Director up to a maximum of 10% of salary. The column headed ‘Other’ in the table above shows the value of benefits provided to each Executive Director, including a cash allowance in lieu of a company car and healthcare. Only the Executive Directors accrue retirement benefits, and both of whom did so through defined contribution schemes. The Company does not operate a defined benefit scheme. The Committee reviewed the achievement of actual underlying profit before tax against budgeted levels of underlying profit before tax, the key metric for monitoring corporate performance. In addition, the Committee considered the personal performance of the Executive Directors as measured against various factors including pre-set personal objectives. An increase to Non-executive Directors’ fees was approved during the year and took effect on 1 May 2021. The annual fee paid to David Cook is £84,000. Jo LeCouilliard, Kristof Neirynck, and Richard Jones each receive a fee of £46,125 per annum. The Company operates two share incentive schemes under which share options are granted to Executive Directors and senior management. More details on our share plans can be found in the Directors’ Report. During the year, the Committee approved the award of market value share options to the Executive Directors and Senior Leadership Team. The quantum of award is one share for every £2 of base salary and, where appropriate, may attract tax advantages. On 29 September 2021, the Company granted Peter Butterfield 29,182 approved and 139,943 unapproved share options under the Company Share Option Plan. On the same date, the Company granted Andrew Franklin 115,000 unapproved share options under the same plan. These share options were all granted with an exercise price of 102.8p per share. Based on the exercise price, the value of the awards as at the date of grant was equal to £173,860 for the CEO and £118,220 for the CFO. These awards will vest on the third anniversary from the date of grant, 29 September 2024, subject to meeting the performance targets. All awards under the Long-Term Incentive Plan are subject to standard malus and clawback provisions which allow the Company, in certain circumstances, to either terminate outstanding options or seek repayment of after-tax value of options which have been exercised by an Executive who has been dismissed as a result of a set of prescribed irregularities. All options granted to Executive Directors before 2019 will only vest if targets for growth in the Company’s underlying diluted Earnings Per Share are met over a period of three years. Earnings Per Share is an important metric which provides a strong incentive to drive the Group’s business over that longer-term period and to mitigate downside risks that could affect the Group’s profitability. In 2019, the Committee reviewed performance targets as part of the introduction of the Long-Term Incentive Plan and introduced a second measure, in addition to Earnings Per Share, based on Total Shareholder Return. As such, all options granted in 2021 to Executives under the Company Share Option Plan and Long-Term Incentive Plan are subject to Earnings Per Share and Total Shareholder Return performance conditions. Awards vesting during the year included market value share options made in 2018 under the Company Share Option Plan to Peter Butterfield and Andrew Franklin, which vested 100% based on the achievement of the Earnings Per Share target for the financial year ending 31 December 2020. The closing mid-market price of Ordinary shares on 31 December 2021 was 108.8p and the range during the year was from 82.0p to 110.0p.
CSOP Unapproved 23 September 2020 73.70 EPS and TSR 165,000 23 September 2023 23 September 2024 LTIP 23 September 2020 Nil EPS and TSR 246,269 23 September 2023 23 September 2024 CSOP Unapproved 29 September 2021 102.80 EPS and TSR 139,943 29 September 2024 29 September 2031 CSOP Approved 29 September 2021 102.80 EPS and TSR 29,182 29 September 2024 29 September 2031 LTIP 29 September 2021 Nil EPS and TSR 180,970 29 September 2024 29 September 2025 3,550,548 2,455,000 705,000 1,750,000 Andrew Franklin Type of award Date of grant Exercise price Performance condition Number of options granted Vested Exercised Lapsed Number of options capable of exercise Exercisable from Exercisable to CSOP Unapproved 04 December 2015 46.75 No 1,935,829 1,935,829 1,435,829 500,000 04 December 2018 04 December 2025 CSOP Unapproved 27 October 2016 47.50 EPS 155,000 155,000 155,000 27 October 2019 27 October 2026 CSOP Unapproved 27 October 2016 47.50 EPS 400,000 400,000 400,000 27 October 2021 27 October 2026 CSOP Unapproved 15 September 2017 53.00 EPS 170,000 170,000 170,000 15 September 2020 15 September 2027 CSOP Unapproved 05 October 2018 81.60 EPS 178,000 178,000 178,000 05 October 2021 05 October 2028 CSOP Approved 05 December 2019 76.90 EPS and TSR 39,011 05 December 2022 05 December 2029 CSOP Unapproved 05 December 2019 76.90 EPS and TSR 55,989 05 December 2022 05 December 2029 LTIP 05 December 2019 Nil EPS and TSR 111,183 05 December 2022 05 December 2023 CSOP Unapproved 23 September 2020 73.70 EPS and TSR 110,000 23 September 2023 23 September 2024 LTIP 23 September 2020 Nil EPS and TSR 134,328 23 September 2023 23 September 2024 CSOP Unapproved 29 September 2021 102.80 EPS and TSR 115,000 29 September 2024 29 September 2031 LTIP 29 September 2021 Nil EPS and TSR 100,681 29 September 2024 29 September 2025 3,505,021 2,838,829 1,435,829 1,403,000 Andrew Franklin did not exercise any share options during the year. Remuneration Committee Report continued Directors’ Remuneration continued Share incentive awards Executive Directors hold options through the Company’s share option and long-term incentive plans. Details of options held under the Company’s employee share schemes by the Directors as at 31 December 2021 and who served during the year are as shown opposite. Shares are retained as required in order to comply with the Company’s Share Ownership Policy for which details are provided on page 74. On 21 April 2021, Peter Butterfield exercised 205,000 options over Ordinary shares of 1p each granted to him by the Company under the CSOP in 2017. The exercise price was 53.0p per share. 93,000 shares were then subsequently sold at a market price of 95.4p per share. On 19 November 2021, Peter Butterfield exercised 500,000 options over Ordinary shares of 1p each granted to him by the Company under the CSOP in 2016. The exercise price was 47.5p per share. 269,417 shares were then subsequently sold at a market price of 102.5p per share. Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Directors’ interests and shareholdings Share ownership policy The Company operates a share ownership policy under which the Executive Directors and certain other employees are required when exercising options to acquire and maintain an interest in Alliance Pharma shares up to a percentage of base salary. The policy requires Executive Directors, when they exercise options, to retain shares in the Company with a value equal to 50% of the net gain until such time as the required level of shareholding is achieved. Once an Executive Director has built a stake in the Company equal to the required levels, they are free to exercise without having to retain shares. Interests may also be maintained as a result of a Director acquiring Ordinary shares in the open market. The Company Secretary maintains a record of individual required levels and qualifying interests based on information provided by an individual subject to this policy and reports periodically to the Remuneration Committee regarding compliance. Pursuant to the policy, 50% of the value of any vested but unexercised awards count towards the holding requirements. Ordinary shares are valued at their market value at the time of any calculation carried out using the previous day’s closing middle market quotation. From 1 April 2021, the holding requirements under the share ownership policy increased from 100% to 200% of base salary for the CEO and from 100% to 150% of base salary for the CFO.
Remuneration Committee Report continued Directors’ Remuneration continued As at 21 March 2022, the Executive Directors hold the following interests in Ordinary shares of the Company: Director Percentage of salary 2021 Base salary Shareholding Vested but unexercised awards Value of holdings % achieved Peter Butterfield CEO 200% £338,250 442,104 1,750,000 £838,504 248% Andrew Franklin CFO 150% £230,000 128,384 1,403,000 £558,129 243% At the closing market price on 21 March 2022: 111.4p. The following table shows the interests of the Directors and their spouses and minor children in the shares of the Company. Director At 31 December 2020 At 31 December 2021 Beneficial Non-beneficial Total Beneficial Non-beneficial Total Peter Butterfield 412,461 442,104 Andrew Franklin 128,384 128,384 David Cook 234,129 234,129 Richard Jones 15,000 15,000 Jo LeCouilliard Kristof Neirynck Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Directors’ service contracts All Executive Directors are employed under 12-month rolling service contracts. The services of all Executive Directors may be terminated by the Company or individual giving 12 months’ notice or immediately, in the event that the Director is not re-elected by shareholders at an AGM. Executive Director Date of appointment Date of current contract Unexpired term Notice period (Company) Notice period (Director) Peter Butterfield Chief Executive 22 February 2010 05 August 2010 Rolling 12 months 12 months 12 months Andrew Franklin Chief Financial Officer 28 September 2015 25 June 2015 Rolling 12 months 12 months 12 months The Non-executive Directors are employed under letters of engagement which may be terminated by the Company by giving the appropriate notice or immediately, in the event that the Director is not re-elected by shareholders at an AGM. Non-executive Director First date of appointment Current term Unexpired term David Cook Chair and Independent NED 01 April 2014 4 years 13 months Jo LeCouilliard Independent NED 01 January 2019 5 years 22 months Richard Jones Independent NED 01 January 2019 5 years 22 months Kristof Neirynck Independent NED 01 December 2021 5 years 57 months The Executive Directors’ service contracts and Chairman and Non-executive Directors’ letters of appointment are available for inspection by shareholders at the Company’s registered office or by emailing the Company Secretary at [email protected]. Remuneration Committee Report continued Directors’ Remuneration continued Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Chairman’s statement I am pleased to be introducing the first report from the ESG Committee. This Committee was newly formed in 2021 and during the last year it has been busy getting to grips with issues associated with our approach to sustainability, environmental considerations including climate change, government policies, metrics, reporting requirements, and investor and other stakeholder needs all of whom are engaging with this much-needed agenda. In this report we set out the Committee’s responsibilities and report on the activities of the Committee during the year. The business sees this as a much-needed and positive step forward and there has been good engagement with our various stakeholders. In particular, the Committee would like to thank our employees who took part in the workshops which preceded the creation of the Sustainability Forum and to those shareholders who have also worked with us to help us better understand responsible investing. The Committee looks forward to building on all the hard work being done. David Cook ESG Committee Chairman 30 March 2022 Driving ESG and the sustainability agenda is a real positive step benefiting all stakeholders across our business and its operations ESG Committee Report ESG Committee Report Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements The role of the Committee The ESG Committee’s primary role is to review the overarching ESG vision for the Company and ensure that the priorities are anchored and an integral part of the Company’s overall strategy. Duties of the Committee The duties of the Committee include: To ensure that the views of stakeholder groups on ESG matters are solicited and understood to inform the Company’s long-term strategic decisions. To identify the relevant ESG priorities that most significantly impact the Company and its stakeholders, its reputation and public interest role. To assist in defining and executing the Company’s strategy and, in so doing, agree the annual plan and targets relating to ESG matters. To review the Company’s performance against its annual plan and ESG targets, initiatives and commitments. To guide the Company’s ESG communication strategy.
To ensure that ESG priorities are reflected in the Company’s culture through its purpose, vision, values and behaviours as well as its supplier code of conduct. Committee membership All Board members currently sit in the Committee and have the right to attend meetings. The Committee works closely with the SLT and meetings are also attended by the Corporate Sustainability Lead. Others are invited to attend as appropriate to support the Committee with discussions. Committee membership changes Nigel Clifford stepped down from the Committee on 30 April 2021. With effect from 1 December, Kristof Neirynck was appointed a member of the ESG Committee. Attendance During the year, the Committee held three scheduled meetings and reported on its activities to the Board. ESG Committee 3 Meetings 100% attendance Member Role Status Attendance David Cook Chairman Independent 3/3 Peter Butterfield CEO 3/3 Andrew Franklin CFO 3/3 Jo LeCouilliard NED Independent 3/3 Richard Jones NED Independent 3/3 Kristof Neirynck NED Independent 3/3 Activities of the Committee An overview of our approach and sustainability framework can be found on page 25. Activities Reviewed 2021 and 2022 objectives and sustainability framework and initiatives. Received investor presentations to understand ESG investor perspectives. Reviewed feedback from one to one meetings held with investors to understand their objectives. Reviewed the mapping of Alliance’s sustainability disclosures and accounting metrics to SASB. Reviewed the Company’s ratings with MSCI and Sustainalytics. Appointed energy consultancy firm to help shape the medium-term ambition particularly in areas of TCFD and Scope 3 emissions, supply chain management and development of key metrics. Oversaw the Company’s environmental strategy, carbon action plan and sustainable packaging strategy. Liaised with Remuneration Committee to develop ESG link to remuneration strategy. Reviewed the Acting Responsibly section on the corporate website. Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Task Force on Climate-related Financial Disclosures TCFD Recommendation Response Further information Governance Disclose the organisation’s governance around climate-related risks and opportunities. a) Describe the Board’s oversight of climate-related risks and opportunities. b) Describe management’s role in assessing and managing climate-related risks and opportunities. The ESG Committee is responsible for setting the Group’s overarching sustainability strategy, including its environmental strategy, and for identifying relevant ESG priorities that most significantly impact the Group, including those relating to climate change. The SLT, supported by the Corporate Sustainability Lead, is responsible for operationalising this strategy. Governance ESG Committee Report page 76 Strategy Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning where such information is material. a) Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term. b) Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning. c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario. The actual and potential impacts of climate-related risks and opportunities on the Group’s business, strategy and financial planning have yet to be fully quantified. We are therefore unable to determine the extent to which these are likely to be material. Given the nature of our business and our operating model, whilst there are likely to be some financial and operational impacts, at this stage we have yet to determine the extent to which these may be material. We expect to complete the scenario analysis required to enable us to make a proper assessment during 2022. Environmental Strategy page 33 The purpose of the TCFD recommendations is to provide a foundation to improve investors’ and others’ ability to appropriately assess and price climate-related risks and opportunities. The recommended disclosures are structured around four thematic areas that represent core areas of how organisations operate: governance, strategy, risk management, and metrics and targets. We are still in the early stages of evaluating the impact of climate change on our business and strategy. As part of our 2021 reporting, we are therefore making partial disclosures, setting out our approach to climate-related issues as they relate to governance, strategy and risk management, together with those metrics which we are currently able to provide. We are looking to undertake the scenario analysis required to enable us to provide more extensive disclosures in line with TCFD recommendations in 2022, as we progress our wider environmental sustainability strategy. This will form part of our reporting for the year ended 31 December 2022.
Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Task Force on Climate-related Financial Disclosures continued Recommendation Response Further information Risk Management Disclose how the organisation identifies, assesses, and manages climate-related risks. a) Describe the organisation’s processes for identifying and assessing climate-related risks. b) Describe the organisation’s processes for managing climate-related risks. c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management. Climate change has been identified as an emerging risk, on the basis that we do not currently have sufficient clarity around it to be able to assess its likely impact, and the likelihood of this impact occurring. The risk has been included on the Group risk register and is being managed as part of the Group’s wider risk management framework, under the oversight of the Board with the support of the Audit and Risk Committee Principal Risks and Uncertainties pages 39 to 45 Metrics and Targets Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material. a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process. b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas emissions, and the related risks. c) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets. Additional information on metrics and targets used to assess and manage relevant climate-related risks, to the extent that they are material, will be provided as part of our 2022 reporting once we have completed the required scenario analysis. Our Scope 1 and 2 GHG emissions for our UK operations for 2021 are included as part of our Streamlined Energy and Carbon Reporting. In 2021, we quantified our Scope 3 GHG emissions for 2020. This led to Environmental impacts supply chain and logistics being included as one of the eight Areas of Focus within our Sustainability Framework. We intend to publish emissions reductions targets in late 2022 for Scopes 1 and 2 and are aiming to set Scope 3 targets in 2023. Environmental Strategy page 33 SECR page 83 Sustainability Overview pages 25 to 27 Sustainability Performance pages 28 to 32 Alliance Pharma plc Annual Report and Accounts 2021 Governance Company Overview Strategic Report Additional Information Financial Statements Directors' Report Scope of this report The Directors present their Annual Report, together with the audited financial statements of the Company and the Group, for the year ended 31 December 2021. The Directors’ Report required under the Companies Act 2006 includes and comprises the Directors’ biographies on pages 48 and 49, the Governance statement on pages 50 to 55, the Remuneration Committee Report on pages 65 to 75 and the Strategic Report on pages 06 to 45. As permitted under the Companies Act 2006, certain matters which would otherwise need to be included in this Directors’ Report have instead been discussed in the Strategic Report on pages 06 to 45. These matters include. Any important post-balance sheet events, the likely future developments in the business of the Company and its subsidiaries, and the activities of the Company and its subsidiaries in the field of research and development. Principal activities The principal activity of the Company is to act as a holding company. The principal activity of the Group is the acquisition, marketing, and distribution of consumer healthcare and pharmaceutical products. Branches A list of the Group’s subsidiaries and associated undertakings can be found on pages 121 and 122 under note 13 to the financial statements. There are no branches of the Company outside the UK. Alliance Pharmaceuticals GmbH, a company within the Alliance Group, has a Swiss branch which operates under the name Alliance Pharmaceuticals GmbH Düsseldorf, Zweigniederlassung Uster. Directors Names and biographical details of the Directors of the Company at the date of this report are shown on pages 48 and 49. The rules setting out the powers of Directors, their appointment, and replacement are set out in the Company’s Articles of Association. Further information on the process can be found on page 59 of the Nomination Committee Report. Details of Executive Directors’ service contracts and letters of appointment for Non-executive Directors can be found in the Remuneration Report on page 75. All Directors put themselves forward for annual re-election at the Company’s Annual General Meeting.
Directors’ indemnities The Company’s Articles of Association contain provisions for Directors to be indemnified, including the funding of defense costs, to the extent permitted by the Companies Act 2006. This indemnity would only be available if judgment was given in the individual’s favor, or he or she was acquitted, or relief under the Companies Act 2006 was granted by the court. There were no qualifying pension scheme indemnity provisions in force during the year. Share capital and shareholders’ rights The Company’s issued share capital as at 21 March 2022 is 538,658,812 Ordinary shares of 1p each. Each Ordinary share carries one vote at general meetings of the Company. There are no restrictions on the transfer of Ordinary shares other than restrictions which may from time to time be imposed by law. The Company is not aware of any agreements between shareholders that may restrict the transfer of securities or voting rights. The Company has no shareholder authority to acquire its own shares. Dividends The Board declared an interim dividend in respect of the year ending 2021 of 0.563p per share, which was paid on 7 January 2022. The Directors are recommending a final dividend of 1.128p per share, which, subject to shareholders’ approval at the AGM, will be paid on 7 July 2022 to shareholders on the register at close of business on 10 June 2022. The total dividend paid and proposed in respect of the year ended 31 December 2021 is therefore 1.691p per share. Substantial shareholdings As at 21 March 2022, as required under AIM and certain disclosure rules, the Company has been notified of the major shareholdings in the table below. Both the number of shares held and the percentage holding are stated as at the latest date of notification to the Company. Details of all major shareholdings can also be found in the Investor section of the Company’s website. Shareholder Number of shares held Percentage of issued share capital Fidelity Mgt & Research 53,913,307 10.01% Slater Investment 49,692,096 9.23% Van Lanschot Kempen 42,254,750 7.84% Blackrock Inc. 34,648,461 6.43% Investec Group 24,825,908 4.61% Rathbone plc 20,626,281 3.83% Polar Capital Holdings 19,096,921 3.55% Royal Bank of Canada 16,197,254 3.01% Company share incentive plans The Company operates two incentive share plans. The Alliance Company Share Option Plan 2015 (CSOP) For many years, the Company has operated a CSOP under which all employees are eligible to receive awards in the form of market value options. At the discretion of the Committee, awards are typically granted subject to a three-year vesting period and following maturity, participants have a seven-year period in which to exercise their options. Options awarded are based on one share for every £2 of salary and where appropriate may attract HMRC tax advantages. Employees based outside of the UK will receive non-tax advantaged share option awards and, where this is not possible, the Committee considers awards in the form of share appreciation rights. All awards granted to Executive Directors and Senior Management are subject to performance conditions. These are explained in the Remuneration Committee Report on pages 71 and 72. The Alliance Long-Term Incentive Plan 2019 (LTIP) In 2019, the Company introduced the LTIP which forms part of the remuneration strategy for the Executive Directors and members of the Senior Leadership Team. Awards are granted in the form of nil-cost share options based on a percentage of base salary. All awards granted under the LTIP are subject to performance conditions and malus and clawback provisions. Subject to achieving the performance conditions set by the Committee, such awards will vest three years from the date of grant and participants will have 12 months in which to exercise any vested award. Details in relation to awards granted to the Company’s Executive Directors are contained in the Remuneration Report on page 73. Employee Benefit Trust (EBT/Trust) and management of dilution The Company manages dilution rates within the standard guidelines. In 2017, the Group established the Alliance Pharma Employee Benefit Trust to facilitate the acquisition of Ordinary shares in the Company for the purpose of satisfying awards granted under share option schemes. The Group has been operating the Trust to help manage dilution limits in line with good practice. The Trust is administered by an independent Trustee who operates the Trust independently of the Group. The EBT is a discretionary trust, the sole beneficiaries being employees, including Executive Directors, of the Group who have received applicable awards.
The Trustees must act in the best interests of the beneficiaries as a whole and will exercise their discretion in deciding whether or not to act on any recommendations proposed by the Company. Any assets held by the Trust would be consolidated into the Group’s financial statements. The Company may grant awards on the basis that it is the Company’s intention to settle the exercise of awards through shares purchased in the open market on an arm’s length basis. Awards granted and settled in this way are not included in the Company’s headroom and dilution calculation. The Group may fund the EBT to purchase on the EBT’s own account shares in the Company on the open market. This is in return for the EBT agreeing to use the shares in the Company that it holds to satisfy certain outstanding awards made under the Company’s share option schemes. The purchasing in the market of shares to satisfy the exercise of options places a cash requirement on the business. To date, no shares have been purchased by the Trust for satisfaction of outstanding or future share option awards. To further help manage dilution limits, and where appropriate and agreed with the Committee, share options are net settled upon exercise. Employee share dealing and share ownership In accordance with AIM Rule 21, all employees are made aware of and are required to comply with the Company’s Share Dealing Policy when dealing in the Company’s shares or exercising options over shares. The Dealing Code sets out the rules relating to close periods, clearance procedures, time frames, and disclosure requirements. The Company operates a share ownership policy under which the Executive Directors and certain other employees are required, when exercising options, to acquire and maintain an interest in Alliance Pharma shares up to a percentage of base salary. Details of which can be found on page 70. Accounting policies, financial instruments, and risks Details of the Group’s financial instruments and financial risk management disclosures can be found in note 21 of the Group financial statements on pages 125 to 129. Charitable donations During the year ended 31 December 2021, the Group contributed £25,635 to charitable causes. Political donations No political donations or contributions were made, or political expenditure incurred during the period. Directors’ obligations to the auditor The Directors confirm that so far as each of the Directors is aware, there is no relevant audit information of which the Company’s auditor is unaware, and they have each taken all the steps that they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. Company’s auditor The Company intends to undertake a tender process for audit services and expects this process to be completed by Q3 2022. Notwithstanding such process, a resolution to re-appoint KPMG LLP will be proposed at this year’s Annual General Meeting. Annual General Meeting This year’s AGM will be held on 18 May 2022, the business of which is set out in the Notice of Meeting. A circular containing the Notice of Meeting together with an explanatory letter from the Chairman accompanies the Annual Report and is also available on the Company’s website. Please note that following the Company’s move to electronic communications, we are no longer producing hard copy forms of proxy. These are available on request from the Company’s Registrars. Electronic communications Shareholders are encouraged to move away from hard copy Company communications. This means that, instead of being obliged to send Annual Reports, notices of shareholder meetings, and other documents to shareholders in hard copy by post, the Company can instead elect to publish them on its website at www.alliancepharmaceuticals.com. Using the website and email allows us to reduce printing and postage costs and it is better for many shareholders who can choose and access just the information they need from the website at any time. Shareholders still have the right to ask for paper versions of shareholder information, but we are strongly encouraging all shareholders to consider the electronic option. Shareholders can also vote electronically using the following link, www.signalshares.com. Registering your details on the Link share portal also gives shareholders easy access to information about their shareholdings and the ability to vote at general meetings or appoint a proxy to vote. Annual reporting figures The total consumption and emissions figures for energy supplies reportable by Alliance Pharma Plc.
Consumption and greenhouse gas emissions totals The following figures show the consumption and associated emissions for this reporting year for our operations, with figures from the previous reporting period included for comparison. Scope 1 consumption and emissions relate to direct combustion of natural gas and fuels utilized for transportation operations, such as company vehicle fleets. Scope 2 consumption and emissions relate to indirect emissions relating to the consumption of purchased electricity in day-to-day business operations. Scope 3 consumption and emissions relate to emissions resulting from sources not directly owned by us. This relates to grey fleet only. Totals The total consumption figures for reportable energy supplies are shown as follows: Utility and Scope 2021 Consumption 2020 Consumption Grid-supplied electricity (Scope 2) 256,103 241,399 Gaseous and other fuels (Scope 1) 10,644 10,644 Transportation (Scope 1 and 3) 144,186 100,864 Total 410,933 352,907 The total emission figures for reportable energy supplies are set out below. Conversion factors utilized in these calculations are detailed in the appendix: Utility and Scope 2021 Consumption 2020 Consumption Grid-supplied electricity (Scope 2) 54.38 56.27 Gaseous and other fuels (Scope 1) 1.95 1.96 Transportation (Scope 1 and 3) 33.68 23.78 Total 90.01 82.01 Intensity metric An intensity metric of tCO2e per £m turnover has been applied for our annual total emissions. The methodology of the intensity metric calculations is detailed in the appendix, and the results of this analysis are shown as follows: Intensity Metric 2021 Intensity Metric 2020 Intensity Metric tCO2e/£m turnover 0.70 0.75 Energy efficiency improvements We are committed to year-on-year improvements in our operational energy efficiency. As such, a register of energy efficiency measures available to us has been compiled, with a view to implementing these measures in the next five years. Measures ongoing and undertaken through 2021: We have undertaken a program of refurbishment and upgrading works at Avonbridge House, including replacement of windows with thermally efficient argon-filled double glazing, completion of air conditioning upgrade, completion of light-emitting diode lighting upgrade, insulation of attic space, and replacement of atrium glazing. Measures prioritized for implementation in 2022: We are actively looking at options for the installation of renewable energy generation at our Avonbridge site. Appendix to SECR Reporting methodology Scope 1 and 2 consumption and CO2e emission data have been calculated in line with the 2019 UK Government environmental reporting guidance. The following Emission Factor Databases consistent with the 2019 UK Government environmental reporting guidance have been used, utilizing the current published kWh gross calorific value and kgCO2e emissions factors relevant for reporting year 01/01/2021 – 31/12/2021: Database 2021, Version 1.0. For properties where Alliance Pharma is indirectly responsible for utilities, an average kWh/m² consumption was calculated at meter level, based upon CIBSE standard benchmarks and was applied to the properties with similar operations with no available data. These full year estimations were applied to one electricity supply and one gas supply. These estimations equated to 7% of reported consumption. Intensity metrics have been calculated utilizing the 2021 reportable figures for the following metric, and tCO2e for both individual sources and total emissions were then divided by this figure to determine the tCO2e per metric: Total turnover £128m Directors' Responsibilities Statement The Directors are responsible for preparing the Annual Report 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 the AIM Rules of the London Stock Exchange, they are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law, and they have elected to prepare the parent Company financial statements on the same basis. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group’s 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 judgments and estimates that are reasonable, relevant, and reliable, state whether they have been prepared in accordance with UK-adopted international accounting standards, 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 and a Directors’ Report that comply 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. Chris Chrysanthou Company Secretary 30 March 2022. Independent Auditor’s Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Company Balance Sheet Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Consolidated and Company Cash Flow Statements Notes to the Financial Statements. Independent auditor’s report to the members of Alliance Pharma plc. Our opinion is unmodified. We have audited the financial statements of Alliance Pharma plc for the year ended 31 December 2021 which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated and Company cash flow statements and the related notes, including the accounting policies in note 2. In our opinion, the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 December 2021 and of the Group’s profit for the year then ended. The Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards. The parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006. The financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) and applicable law. Our responsibilities are described below. We have fulfilled our. Ethical responsibilities under, and are independent of the Group in accordance with UK ethical requirements including the FRC Ethical Standard as applied to listed entities. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Overview Materiality: Group financial statements as a whole £1.5 million (2020: £1.5 million) 4.7% (2020: 4.7%) of normalized Group profit before tax Coverage 96% (2020: 92%) of group profit before tax Key audit matters vs 2020 Recurring risks Impairment of intangible brand assets Recoverability of parent company’s investment in subsidiaries Event driven New: CMA infringement decision New: Accounting treatment of costs related to cloud-based software arrangements. Key audit matters: our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement identified by us, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as follows: Financial Statements Governance Strategic Report Additional Information Company Overview 86 Alliance Pharma plc – Annual Report and Accounts 2021 Independent auditor’s report continued The risk Our response Impairment of Intangible Brand Assets (£368.8 million; 2020: £381.6 million) Refer to page 63 (Audit Committee Report), page 105 (accounting policy) and page 115 (financial disclosures). Forecast-based assessment: The estimated recoverable amount of intangible assets (excluding Goodwill and Computer Software) is subjective due to the inherent uncertainty involved in forecasting and discounting future cash flows. This assessment is based on assumptions such as forecast cash flows, discount rates and, in the case of finite life assets, the period over which management have forecast cash flows, which are inherently highly judgmental. The Group has a total of 53 CGUs, from which our risk has been identified in respect of 3, which hold an aggregate value of £10.8 million. Given the quantum of the balance in relation to our materiality and the inherent estimation uncertainty, we concluded this to be our most significant Key Audit Matter. The effect of these matters is that, as part of our risk assessment, we determined that the value in use across the portfolio has a high degree of estimation uncertainty with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole. The financial statements disclose the range/sensitivity estimated by the Group. For all CGUs, we held discussions with the directors, commercial, regulatory and financial management and considered information about the products available in the public domain. For higher risk CGUs our procedures included: Benchmarking assumptions: Using our own valuations specialist, we challenged the Group’s selection of discount and growth rates by comparing those used to externally derived data. In addition, we assessed whether the forecasts were consistent with current business strategies in place and information about the products available in the public domain, and that the selected useful economic lives for finite life assets were appropriate. Sensitivity analysis: We performed our own analysis to assess the sensitivity of the impairment reviews to changes in the key assumptions, including the discount rate, growth rate, useful economic lives, and the forecast cash flows. Historical comparisons: We compared the previously forecast cash flows to actual results to assess the historical accuracy of forecasting. Assessing transparency: We assessed the adequacy of the Group’s disclosures in respect of the sensitivity to changes in key assumptions. For CGUs which we determined were not higher risk, we performed historical comparisons and sensitivity analysis to ensure our risk assessment was appropriate. We performed the tests above rather than seeking to rely on any of the Group’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. The risk Our response CMA infringement decision (£7.9 million; 2020: £Nil) Refer to page 63 (Audit Committee Report), page 102 (accounting policy) and page 124 (financial disclosures). Dispute outcome: As explained in note 20, the Group received an infringement decision and fine of £7.9 million from the Competition and Markets Authority on 3 February 2022 relating to suspected anti-competitive agreements in relation to Prochlorperazine, which covered the period from June 2013 to July 2018. The amounts involved are significant, and the application of accounting standards to determine the amount to be provided as a liability is inherently subjective. The provision of £7.9 million recognized could be released in entirety if the Group is successful at appeal, or a lower amount agreed by the appeal. Following the issuance of an infringement notice by the CMA, this risk has increased. We have identified this matter as a risk of error and a risk of fraud due to perceived impact on the Group’s share price. Our procedures included: Enquiry of lawyers: Discussions with and inquiries of the Group’s in-house and external legal advisors, the directors and management. Our compliance expertise: Using our own forensic and compliance specialists, critically assessed the judgments taken by the Directors, and monitored external sources of information. Assessing transparency: Assessing whether the Group’s disclosures detailing the regulatory proceedings adequately disclose the potential liabilities of the Group. Accounting analysis: Assessing the directors' analysis of whether the receipt of the infringement decision was an adjusting or non-adjusting subsequent event.
We performed the tests above rather than seeking to rely on any of the Group’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. Key audit matters: our assessment of risks of material misstatement continued Financial Statements Governance Strategic Report Additional Information Company Overview 87 Alliance Pharma plc – Annual Report and Accounts 2021 Independent auditor’s report continued Key audit matters: our assessment of risks of material misstatement continued The risk Our response Accounting treatment of costs related to cloud-based software arrangements (£15.0 million; 2020: £11.0 million) Refer to page 63 (Audit Committee Report), page 103 (accounting policy) and page 115 (financial disclosures). Accounting treatment: The Group has capitalized internal and external costs in respect of cloud-based software arrangements. In April 2021 the IFRS Interpretations Committee published an agenda decision on accounting for cloud computing costs. This IFRIC decision has been considered by the Group and the Group has concluded that no change in respect of the capitalization of certain costs associated with their Enterprise Resource Planning system is required. In assessing whether a change in accounting policy is required, the Group has exercised significant judgment in reaching a conclusion. The risk is that a potential change in accounting policy has not appropriately been identified and applied to both the current and prior years. Our procedures included: Accounting clarity: We assessed the accounting clarification of the IFRIC April 2021 decision against the Group’s treatment of capitalized ERP costs, including reviewing contractual documentation. Our IT expertise: In conjunction with the IT auditors, the audit team sought input from ERP implementation professionals on the practical and technical aspects of transferring the ERP from the cloud onto the company’s servers. Assessing transparency: We assessed the adequacy of the Group’s related disclosures in respect of the judgments taken by management. We performed the tests above rather than seeking to rely on any of the Group’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. The risk Our response Recoverability of parent company’s investment in subsidiaries (£199.3 million; 2020: £199.8 million) Refer to page 63 (Audit Committee Report), page 108 (accounting policy) and page 121 (financial disclosures). Low risk, high value: The carrying amount of the parent company’s investments in subsidiaries represents 99.9% (2020: 99.9%) of the company’s total assets. Their recoverability is not at a high risk of significant misstatement or subject to significant judgment. However, due to their materiality in the context of the parent company financial statements, this is considered to be the area that had the greatest effect on our overall parent company audit. Our procedures included: Test of detail: We compared the carrying amount of 100% of the investments with the net asset value of the respective subsidiaries, being an approximation of their minimum recoverable amount, to identify whether the net asset values were in excess of the carrying amounts and assessed whether those subsidiaries have historically been profit-making. The Group audit team performs the statutory audit of all material investments. We performed the test above rather than seeking to rely on any of the Group’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedure described. We continue to perform procedures over the selection of useful economic lives for intangible assets. However, following a consistent application of accounting policy in the current year, we have not assessed this as one of the most significant risks in our current year audit and, therefore, it is not separately identified in our report this year. We also continue to perform procedures over Goodwill, however, due to the absence of significant acquisitions in the current year and the significant levels of headroom present, we have not included it within this risk in our report this year. We also continue to consider the need for procedures over Business combinations: valuation of identified intangible assets. However, due to no business combinations having occurred in the current year, we have not assessed this as one of the most significant risks in our current year audit and, therefore, it is not separately identified in our report this year.
Financial Statements Governance Strategic Report Additional Information Company Overview 88 Alliance Pharma plc – Annual Report and Accounts 2021 Independent auditor’s report continued Our application of materiality and an overview of the scope of our audit Materiality for the Group financial statements as a whole was set at £1.5 million (2020: £1.5 million), determined with reference to a benchmark of Group profit before tax, normalized to exclude the impairment of intangible assets, as disclosed in note 5, of £6.15 million and the CMA provision, also disclosed in note 5, of £7.9 million (2020: normalized to exclude the impairment and amortization of intangible assets, as disclosed in note 5, of £19.2 million), of which it represents 4.7% (2020: 4.7%). Materiality for the parent company financial statements as a whole was set at £0.9 million (2020: £1.4 million), determined with reference to a benchmark of Company total assets, of which it represents 0.5% (2020: 0.7%). In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole. Performance materiality was set at 75% (2020: 75%) of materiality for the financial statements as a whole, which equates to £1.125 million (2020: £1.125 million) for the Group and £0.675 million (2020: £1.05 million) for the parent company. We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £75,000 (2020: £75,000), in addition to other identified misstatements that warranted reporting on qualitative grounds. Of the Group’s 17 (2020: 19) reporting components, we subjected 3 (2020: 3) to full scope audits for group purposes and 1 (2020: 0) to an audit of account balances over revenue, trade receivables and cash and cash equivalents. The component for which we performed an audit of account balances was not individually significant but was included in the scope of our group reporting work in order to provide further coverage over the group’s results. The scope of the audit work performed was fully substantive as we did not rely upon the Group’s internal control over financial reporting. The components within the scope of our work accounted for the percentages illustrated opposite. The remaining 8% (2020: 11%) of total Group revenue, 4% (2020: 8%) of Group profit before tax and 11% (2020: 2%) of total Group assets is represented by 13 (2020: 14) of reporting components, none of which individually represented more than 10% (2020: 10%) of any of total Group revenue, Group profit before tax or total Group assets. For these components, we performed analysis at an aggregated group level to re-examine our assessment that there were no significant risks of material misstatement within these. Normalized group profit before tax £32.2 million (2020: £32.2 million) Group materiality £1.5 million (2020: £1.5 million) £1.5 million Whole financial statements materiality (2020: £1.5 million) £1.125 million Whole financial statements performance materiality (2020: £1.125 million) £1.1 million Range of materiality at 4 components (£0.2 million to £1.1 million) (2020: £0.6 million to £1.0 million) £75,000 Misstatements reported to the audit committee (2020: £75,000) Normalized PBT Group materiality Financial Statements Governance Strategic Report Additional Information Company Overview 89 Alliance Pharma plc – Annual Report and Accounts 2021 Independent auditor’s report continued The Group team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back. The Group team approved the component materialities, which ranged from £0.2 million to £1.1 million (2020: £0.6 million to £1.0 million), having regard to the mix of size and risk profile of the Group across the components. The work on 1 of the 4 components (2020: 1 of the 4 components) was performed by component auditors and the rest, including the audit of the parent company, was performed by the Group team. The Group team performed procedures on the items excluded from normalized Group profit before tax. Other than the UK, the Group team visited one component location in the USA (2020: nil) during the year to perform audit procedures. Video and telephone conference meetings were also held with the component auditor for the component that was not physically visited.
At these meetings, the findings reported to the Group team were discussed in more detail, and any further work required by the Group team was then performed by the component auditor. Going concern The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements. We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business model and analyzed how those risks might affect the Group’s and Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Group’s and Company’s available financial resources and/or metrics relevant to debt covenants over this period were: The impact on customer confidence as a result of a slowdown in the global economy. Constraints on supply chain, sourcing or logistics and the impact it could have on the Group’s key products. The impact that changes in product regulation could have on the ability to sell new or existing products. The impact of the settlement of the penalty relating to the CMA infringement decision. Our application of materiality and an overview of the scope of our audit continued Group revenue Group total assets Group profit before tax Full scope for group audit purposes 2021 Audit of account balances 2021 Full scope for group audit purposes 2020 Residual components 8% 8% 89% 11% 92% (2020 89%) 84% 3% 11% 98% 2% 86% 1% 4% 92% 8% 95% 96% (2020 92%) 89% (2020 98%) Financial Statements Governance Strategic Report Additional Information Company Overview 90 Alliance Pharma plc – Annual Report and Accounts 2021 Independent auditor’s report continued Going concern continued We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by comparing severe, but plausible downside scenarios that could arise from these risks individually and collectively against the level of available financial resources and covenants indicated by the Group’s financial forecasts. Our procedures also included a critical assessment of the assumptions in the Group’s base case and downside scenarios, in particular in relation to the recent geopolitical instability and the ongoing COVID-19 pandemic on the economic situation worldwide and its impact on the Group, and our knowledge of the entity and the sector in which it operates. We considered whether the going concern disclosure in note 2.18 to the financial statements gives a full and accurate description of the directors’ assessment of going concern, including the identified risks. Our conclusions based on this work: We consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. We have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group’s or Company’s ability to continue as a going concern for the going concern period. We found the going concern disclosure in note 2.18 to be acceptable. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgments that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group will continue in operation. Fraud and breaches of laws and regulations – ability to detect. Identifying and responding to risks of material misstatement due to fraud. To identify risks of material misstatement due to fraud, we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included enquiring of directors and the audit committee, and inspection of policy documentation as to the Group’s high-level policies and procedures to prevent and detect fraud, including the Group’s channel for whistleblowing, as well as whether they have knowledge of any actual, suspected or alleged fraud.
We read Board and Audit Committee meeting minutes, considered remuneration incentive schemes and performance targets for management and the directors, used analytical procedures to identify any unusual or unexpected relationships, and used our own forensic specialists to assist us in identifying fraud risks based on discussions of the circumstances of the Group. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from the Group audit team to component audit teams of relevant fraud risks identified at the Group level and a request to full scope component audit teams to report to the Group audit team any instances of fraud that could give rise to a material misstatement at the Group level. As required by auditing standards, and taking into account possible pressures to meet profit targets, we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular the risk that Group and component management may be in a position to make inappropriate accounting entries, and the risk that revenue is overstated through recording of revenues in the wrong period. We also identified a fraud risk related to the CMA infringement decision, in response to a perceived impact on the Group’s share price. Further detail in respect of the CMA infringement decision is set out in the key audit matter disclosures in section 2 of this report. We performed procedures including identifying journal entries and other adjustments to test for all full scope components based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to unusual accounts and journal descriptions containing specific key words. We evaluated the business purpose of significant unusual transactions and assessed significant accounting estimates for bias. Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations. We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the directors, and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from the group to component audit teams of relevant laws and regulations identified at the Group level, and a request for component auditors to report to the group team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at group. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, distributable profits legislation and taxation legislation, and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, anti-bribery, competition laws, employment law, product regulation and certain aspects of company legislation recognising the nature of the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. Further detail in respect of CMA infringement decision is set out in the key audit matter disclosures in section 2 of this report. Context of the ability of the audit to detect fraud or breaches of law or regulation. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. Independent auditor’s report continued. Financial Statements Governance Strategic Report Additional Information Company Overview. We have nothing to report on the other information in the Annual Report. The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information. Strategic report and directors’ report. Based solely on our work on the other information, we have not identified material misstatements in the strategic report and the directors’ report. In our opinion the information given in those reports for the financial year is consistent with the financial statements, and in our opinion those reports have been prepared in accordance with the Companies Act 2006. We have nothing to report on the other matters on which we are required to report by exception. Under the Companies Act 2006, we are required to report to you if, in our opinion, adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us, or the parent Company financial statements are not in agreement with the accounting records and returns, or 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. We have nothing to report in these respects. Respective responsibilities. Directors’ responsibilities. As explained more fully in their statement set out on page 84, the directors are responsible for the preparation of the financial statements including being satisfied that they give a true and fair view; 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; assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using 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. Auditor’s responsibilities. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website. Independent auditor’s report continued. Financial Statements Governance Strategic Report Additional Information Company Overview. The purpose of our audit work and to whom we owe our responsibilities. 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. Huw Brown for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 66 Queen Square, Bristol, BS1 4BE 30 March 2022. Independent auditor’s report continued.
Financial Statements Governance Strategic Report Additional Information Company Overview. Consolidated Income Statement. Year ended 31 December 2021. Year ended 31 December 2020. Underlying Non-underlying Total Underlying Non-underlying Total Revenue 163,207 – 163,207 129,801 – 129,801 Cost of sales (53,757) – (53,757) (46,985) – (46,985) Gross profit 109,450 – 109,450 82,816 – 82,816 Operating expenses Administration and marketing expenses (60,202) (2,843) (63,045) (44,614) (1,300) (45,914) Amortisation of intangible assets (1,362) (7,168) (8,530) – (7,155) (7,155) Impairment of goodwill and intangible assets – (6,150) (6,150) – (12,057) (12,057) CMA provision – (7,900) (7,900) – – – Share-based employee remuneration (2,250) – (2,250) (1,374) – (1,374) Operating profit 45,636 (24,061) 21,575 36,828 (20,512) 16,316 Finance costs Interest payable and similar charges (3,646) – (3,646) (2,657) – (2,657) Finance income/(costs) 228 – 228 (643) – (643) (3,418) – (3,418) (3,300) – (3,300) Profit before taxation 42,218 (24,061) 18,157 33,528 (20,512) 13,016 Taxation (8,033) (2,805) (10,838) (6,372) 1,383 (4,989) Profit for the period attributable to equity shareholders 34,185 (26,866) 7,319 27,156 (19,129) 8,027 Earnings per share Basic (pence) 6.39 1.37 5.11 1.51 Diluted (pence) 6.30 1.35 5.05 1.49 All of the activities of the Group are classed as continuing. The accompanying accounting policies and notes form an integral part of these financial statements. Consolidated Statement of Comprehensive Income. Year ended 31 December 2021. Year ended 31 December 2020. Profit for the year 7,319 8,027 Other comprehensive income Items that may be reclassified to profit or loss Foreign exchange translation differences 636 (1,051) Foreign exchange forward contracts – cash flow hedge (191) (250) Interest rate swaps – cash flow hedge – 27 Total comprehensive income for the year 7,764 6,753. Consolidated Balance Sheet. Assets Non-current assets Goodwill and intangible assets 413,744 412,872 Property, plant and equipment 4,826 15,921 Deferred tax asset 3,526 2,139 Other non-current assets 371 682 Total non-current assets 422,467 431,614 Current assets Inventories 21,075 22,917 Trade and other receivables 30,821 25,114 Derivative financial instruments 64 310 Cash and cash equivalents 29,061 28,898 Total current assets 81,021 77,239 Total assets 503,488 508,853 Equity Ordinary share capital 5,382 5,329 Share premium account 151,328 150,645 Share option reserve 10,058 8,426 Other reserve (329) (329) Cash flow hedging reserve 48 239 Translation reserve (419) (1,055) Retained earnings 116,418 117,703 Total equity 282,486 280,958. Liabilities Non-current liabilities Loans and borrowings 116,060 138,328 Other liabilities 2,637 3,200 Deferred tax liability 61,728 56,181 Total non-current liabilities 180,425 197,709 Current liabilities Corporation tax 1,178 1,435 Trade and other payables 29,930 28,736 Provisions 9,469 – Derivative financial instruments – 15 Total current liabilities 40,577 30,186 Total liabilities 221,002 227,895 Total equity and liabilities 503,488 508,853. The financial statements were approved by the Board of Directors on 30 March 2022. Peter Butterfield Andrew Franklin Director Director. Company Balance Sheet. Assets Non-current assets Investment and loans to subsidiaries 199,348 199,776 Current assets Trade and other receivables 39 36 Cash and cash equivalents 141 297 Total current assets 180 333 Total assets 199,528 200,109 Equity Ordinary share capital 5,382 5,329 Share premium account 151,328 150,645 Share option reserve 8,962 7,955 Retained earnings 33,064 34,912 Total equity 198,736 198,841 Liabilities Current liabilities Trade and other payables 368 306 Corporation tax 424 962 Total liabilities 792 1,268 Total equity and liabilities 199,528 200,109. The Company’s profit for the year was 6,756,000. As permitted by section 408 of the Companies Act 2006, no separate Income Statement is presented in respect of the Parent Company. The financial statements were approved by the Board of Directors on 30 March 2022. Peter Butterfield Andrew Franklin Director Director. Consolidated Statement of Changes in Equity. Balance 1 January 2020 5,294 149,036 (329) 462 (4) 7,208 112,513 274,180 Issue of shares 35 1,609 – – – – – 1,644 Dividend paid – – – – – – (2,837) (2,837) Share options charge – – – – – 1,218 – 1,218 Transactions with owners 35 1,609 – – – 1,218 (2,837) 25 Profit for the year – – – – – – 8,027 8,027 Other comprehensive income Foreign exchange forward contracts – cash flow hedge – – – (250) – – – (250) Interest rate swaps – cash flow hedge – – – 27 – – – 27 Foreign exchange translation differences – – – – (1,051) – – (1,051) Total comprehensive income for the year – – – (223) (1,051) – 8,027 6,753 Balance 31 December 2020 5,329 150,645 (329) 239 (1,055) 8,426 117,703 280,958.