Changing wood
to change the world
Annual Report and
Financial Statements 2021
Accsys Technologies PLC — Annual Report and Financial Statements 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Accsys is a fast-growing
business with a purpose.
We combine chemistry, technology and
ingenuity to make high performance wood
products that are extremely durable and
stable, opening new opportunities for
the built environment. By doing so, we
give the world a choice to build sustainably.
Accoya® wood decking at Banff Gondola
observation deck, Sulphur Mountain, Canada
Supplier: Upper Canada Forest Products
Our Business
at a Glance
Chairman's
Statement
Our
Products
Our
Market
4
6
Our Business
Model
Our
Strategy
10
Chief
Executive's
Report
12
Financial
Review
16
18
20
32
Sustainability
Corporate
Governance
46
66
Overview
Strategic Report
Corporate Governance
Financial Statements
2
4
6
Key Highlights
10 Our Products
60 Board of Directors
Our Business at a Glance
12 Our Market
Chairman’s Statement
16 Our Business Model
18 Our Strategy
20 Chief Executive’s Report
30
Tricoya® Consortium
32
37
Financial Review
Risk Management
46
Sustainability
56
Stakeholder Engagement
62
64
Senior Leadership Team
Chairman’s Introduction
to Governance
66 Corporate Governance
69
The QCA Corporate
Governance Code
74
Remuneration Report
96 Directors’ Report
100
Statement of Directors’
Responsibilities
View the latest results online at:
www.accsysplc.com
102
Independent Auditors’
Report
112
113
114
115
Consolidated Statement
of Comprehensive Income
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement
of Cash Flow
116 Notes to the Financial
Statements
158 Company Balance Sheet
159 Company Statement
of Changes in Equity
160
Notes to the Company
Financial Statements
Shareholder Information
168 S hareholder Information
2
OVERVIEW Accsys Technologies PLC — Annual Report and Financial Statements 2021
Key Highlights
Financial highlights
Operational and ESG highlights
Group Revenue1
Gross Profit1
EBITDA1
Accoya® sales volume
Accoya® sales growth
Capacity to double
Underlying Group revenue up 10%
Underlying Gross profit up 10%
Underlying Group EBITDA up 44%
2021
2020
€99.8m
2021
€33.1m
2021
€10.1m
€90.9m
2020
€27.5m
2020
€7.0m
€99.8m
€33.1m
€10.1m
60,466
cubic metres
4.5%
FY 2021
120,000
cubic metres capacity
Accoya® volume sold in the 2021
financial year.
Year on year growth in Accoya® volume
sold in FY21 from existing Arnhem plant.
Hull and Arnhem construction progressing
to add 60,000m3 to our current capacity.
See page 20 for the CEO Review
Accoya® Margin1
Profit before tax1
Net debt
Health and safety
Carbon
Employee engagement
Accoya® Manufacturing margin up 340bps
Underlying Profit before tax of €1.1m
Group net debt €13m lower
2021
2020
33.4%
2021
€1.1m
2021
(€12.2m)
30.0%
(€2.2m)
2020
2020
(€25.2m)
33.4%
€1.1m
(€12.2m)
See page 32 for more financial highlights
1
On an underlying basis, including the Group’s attributable share of our USA
joint venture.
1.84
Lost Time Incident Rate
48,493
tCO2 sequestered
82%
proud to work at Accsys
Safety is one of our core values, and we are
dedicating ourselves to improved safety
activities and culture development.
In our products sold in 2021, through the
CO2 absorbed and stored for their lifecycle.
In FY21 we held our second employee
engagement survey, recording improvements
across all topics and areas.
See page 46 for more ESG highlights
See page 53 for more detail on
carbon sequestration
See page 49 for more information
Accoya® siding on private residence, Napa Valley, USA
Supplier: Delta Millworks
Architect: George Bevan Associates
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Accsys Technologies PLC — Annual Report and Financial Statements 2021FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEW Our Business at a Glance
Who we are
We combine chemistry, technology and ingenuity to make high performance wood products that are
extremely durable and stable, opening new opportunities for the built environment. By doing so, we give
the world a choice to build sustainably.
Our purpose
Changing wood to change the world
‘Changing wood’ is what we do, and ‘to change the world’ is why we do it. Our employees and external
stakeholders have embraced this purpose, and it gives us a common, aspirational goal to work towards:
making the world a better, more sustainable place.
Our values
Earlier in 2020 we formalised and launched our Company values. They are unique to us, they represent
what we believe in, and we use them to guide our strategy and actions for the long term and on a daily
basis. Our values are:
Be ambitious – the
world depends on us
Respect and value
all stakeholders
Be committed to safety,
quality and sustainability
Our ambition is to change the
world – it doesn’t get much bigger
than that. We must be bold, agile
and committed to our goals. We
have to be ‘all in’, and move quickly
and decisively. To achieve our
ambitions we may make mistakes,
but we must not be afraid to
try. We will always learn from
the experience.
Everyone we work with and
encounter is important – our
colleagues, customers, partners,
suppliers, investors and more. We
act with integrity and authenticity,
encourage collaboration, and
build trust through inclusion and
mutual respect. As a team, we
will succeed.
No matter how ambitious we are,
safety is of the utmost importance
in everything we do. We all share
responsibility for protecting
people, property and the
environment at all times. We must
strive to fulfil our brand promise
and delight our customers. We
will always deliver consistently
high quality.
Our Products
Accoya® is the world’s leading high performance sustainable
wood. It is stable, durable and resists rot. Manufactured from
abundantly available, FSC® certified wood species, it is Cradle
to Cradle Certified™ at the Gold level.
Tricoya® wood chips are currently produced from Accoya®
wood to create a feedstock for our licensees to use in the
manufacture of high performance Tricoya® panel products,
such as MDF suitable for outdoor use.
See page 30 for an explanation of the Tricoya® consortium
Our sustainable business model
Through our sustainable business model we give the world a choice
to build sustainability and create value for all our stakeholders.
Read more on
page 16
OUR ACTIVITIES
Sourcing
Proprietary
manufacturing
Global sales and
distribution
Working with
business partners
Research and
development
(R&D)
Building new plants
and optimising
existing sites
INVESTING IN OUR FUTURE
Our footprint
Investment proposition
Hull Tricoya® site
London Accsys head office
Arnhem Accoya® facility & office
Dallas sales office
Key
Accsys Operations
Product Distribution
4
Substantial market opportunity
Potential sales for Accoya® and
Tricoya® estimated to be in excess of
2.6 million cubic metres per annum.
Sustainability
Our products meet the growing
demand for environmentally-friendly
alternatives seen in everyday life
and in every sector of manufacturing.
Scalable growth
Our manufacturing process and
modular industrial design is based
upon confidential know-how and
protected IP which can be expanded
and replicated world-wide.
See page 12 to read more about
‘Our Market’
Read our 'Sustainability' section
on page 46
See page 18 to read more about
‘Our Strategy’
World leaders in wood technology
We have developed innovative,
proprietary and protected technologies,
and our products are first in class and
leading the revolution of modified woods
in a growing building industry.
Strong organisational capability
Talented people are at the core
of Accsys, with skilled employees
at all levels and committed and
experienced leadership.
Discover ‘Our Products’
on page 10
Read more about 'People and
wellbeing' on page 48
5
Accsys Technologies PLC — Annual Report and Financial Statements 2021FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEW Chairman’s Statement
“ The purpose, values, strategy
and the people at Accsys
are all geared towards making
a positive and lasting impact
in the world.”
Overview
I am proud to introduce my first annual report
as Accsys’ Chairman.
The purpose, values, strategy and the people at
Accsys are all geared towards making a positive and
lasting impact in the world. During the challenges
of COVID-19 the Group has maintained a clear
focus on its purpose, and on the health and safety
of our people.
This has been an unprecedented year due to the
challenges that COVID-19 has presented. With
the determination and adaptability of our people,
we have been able to keep our products flowing
to our customers, keep each other safe, and keep
delivering on our strategy.
2021 Performance
Accsys has delivered a strong financial
performance for the year. With underlying revenue
growth up 10% to €99.8m and sales volumes up
4.5% to 60,466m3, the business demonstrated
resilience with a rapid recovery after the initial
impact of COVID-19 in the first quarter of the
2021 financial year.
We recorded strong progression of the Group’s
profitability with underlying Group EBITDA up 44%
to €10.1m and an Accoya® Manufacturing margin
of 33.4%. We have also reported our second
consecutive year of positive EBIT. This reflects
the ongoing development of the Group’s financial
profile as Accsys grows and gains scale and as
awareness of Accsys grows.
The Group finished the year with a robust financial
position, with a €13m reduction in net debt
to €12.2m.
Strategic development
During the year the Group has made further
progress on its strategic development. This
includes progress towards the 2025 production
capacity goal of 200,000m3, and also on the
Group’s four strategic priorities including our
organisational development.
Construction of the world’s first Tricoya®
production plant, in Hull, UK, made further
progress towards completion despite significant
continuing challenges.
This project, together with the current expansion
at Arnhem to add a fourth reactor will add an
additional 60,000m3 to bring our total production
capacity to 120,000m3.
The Group has made progress on the significant
goal of establishing its first Accoya® plant outside
Europe. Planning for the construction of an Accoya®
plant in North America was progressed through
a new joint venture established with Eastman
Chemical Company. A market assessment has been
completed and the feasibility and design work is
underway on the ground. An investment decision
is expected this coming summer.
Accsys maintains four priorities for its strategic
development and during the year, the Group
has made good progress against these. Among
them, the need to build organisational capability
is particularly key at this point in the Group’s
development. Rob and his team are making very
good progress in this regard and Accsys is evolving
and developing its processes, systems, and talent,
ready to manage the growth ahead.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Underlying Group Revenue
Underlying EBITDA
Net Debt
2021
2020
€99.8m
2021
€10.1m
2021
(€12.2m)
€90.9m
2020
€7.0m
2020
(€25.2m)
€99.8m €10.1m
(€12.2m)
Capital Raise
In May 2021 the Group completed a successful
€35m net capital raise. This has provided the
funding Accsys needs for its anticipated equity
share of the joint venture to build the new
40,000m3 Accoya® plant in North America.
The Board and I were pleased with the strong level
of shareholder participation in the financial raise,
both through the institutional placing and the
retail open offer, both of which were significantly
oversubscribed. We extend our thanks to
shareholders for their continuing support and
new shareholders for their investment in Accsys.
ESG
Accsys has made significant progress in developing
our sustainability this year. We completed a
strategic review of our ESG approach, including
a stakeholder consultation.
The outcome was our first standalone ESG
report and framework published 30 November
2020. I encourage all of our stakeholders to read
this report, it marks the start of a new chapter
in Accsys’ growth and evolution as a force for
sustainable change in the world and embedding
ESG into our operational DNA. I would like to thank
those investors and stakeholders who gave their
time to share their views and help shape the report
and framework.
We have significantly expanded the number of ESG
metrics we report and for the 2021 financial year
we expect to also report our ESG data to the GRI
and SASB standards alongside the Annual Report.
Since joining Accsys over a year ago, I have been
impressed with the good governance processes
in place relative to Accsys’ global corporate size,
and in the Group’s commitment to foster a fair
and inclusive culture, with engaged and motivated
people. This can be seen in the results of the
second Employee Engagement survey completed
this year.
Our Board
I joined the Board on 23 June 2020 as Chairman
designate and assumed the role of Chairman
following Patrick Shanley’s retirement as Chairman
after nine years in September 2020. I have enjoyed
this past year, joining the Group at an exciting
inflection point in its growth and development and
being able to work with a Board of a high calibre.
Alexander Wessels also joined the Board as
Non-Executive Director, and member of the
Nomination, Remuneration and Audit Committees
in September 2020. With over 30 years of chemical,
pharmaceutical and process industry experience,
Alexander’s passion for developing talent and
integrating ESG in growth strategies has been a
valuable, complementary addition to our Board.
At the time of writing, it is difficult to predict
whether we will be able to hold our AGM in person
this year due to the pandemic. While we very much
hope that this may be possible, ultimately, we
will hold the meeting in the safest manner and in
compliance with the government guidelines at
the time.
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7
Accsys Technologies PLC — Annual Report and Financial Statements 2021OVERVIEW Chairman’s Statement continued
“ Accsys is well
positioned to seize
the large global
market opportunity
for its products.”
Looking ahead
Accsys is a business that I am proud to have joined
and at a time where the world is increasingly
looking for sustainable construction products.
Through the Group’s recent work in its US joint
venture, we have been able to reconfirm the
significant demand and growth opportunity for our
products through independent market research.
I strongly believe that Accsys is well positioned to
seize the large global market opportunity for its
products and its 2025 ‘5x’ increased production
capacity target.
I look forward to working with the Board and the
executive team as Accsys continues to deliver
its growth strategy and capitalise on the market
opportunity ahead.
Stephen Odell
Non Executive Chairman
21 June 2021
Accoya® wood ‘raft’ boat dock,
Salt Spring Island, Canada
Architect: Michael Green Architecture
Photo: Dorian Banks
8
8
CASE STUDY
Ecological
school brings
sustainability to
life for students
Architect: ORGA Architect
Location: Almere Nobelhorst, Netherlands
De Verwondering, also known as the
Netherlands’ first ‘ecological school’,
builds the importance of sustainability into
every part of the learning experience. By
incorporating sustainable building materials
and biophilic design principles in the very
structure of the school, even the students’
environment itself is part of this commitment
to a better future.
Accoya® wood features prominently
throughout, thanks to its unique combination
of exceptional performance and leading
sustainability credentials. Most strikingly,
it forms the pedestrian bridge that guides
students to the building, and was also
chosen for the cladding, banisters and
planters in the school, as well as the window
frames, exterior doors and the roof garden
wall covering.
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Accsys Technologies PLC — Annual Report and Financial Statements 2021FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEW Our Products
Accsys produces two main products: Accoya® solid
wood and Tricoya® wood elements.
Accoya® is our acetylated solid wood product.
It is the world’s leading high performance
sustainable wood, sourced from fast-growing,
certified sustainable forests. It is stable, durable
and resists rot; its properties match or exceed
those of the best tropical hardwoods, plastics
and other non-renewable alternatives.
1010
Tricoya® wood chips are used by our licensees to
create Tricoya® panel products (such as MDF) with
enhanced properties: exceptional durability, stability,
and suitable for use in wet environments. This opens
countless new opportunities for specifiers, architects,
designers and joinery manufacturers.
By enhancing the natural properties of wood we offer
a unique combination of performance and sustainability
to our customers: quality without compromise.
Product Performance
Our products are:
Durable
Stable
Sustainable
They are highly resistant to rot and
decay, with durability that outperforms
competing materials including the very
best tropical hardwoods.
Our products offer outstanding
dimensional stability and can
be confidently used in external
applications in varying moisture
conditions.
They are produced from fast growing,
FSC® certified responsibly managed
wood sources, and store sequestered
carbon for decades.
Warranty for 50 years above ground
and 25 years in ground or freshwater
Over 75% reduction in swelling
caused by moisture uptake
Sustainably sourced
By significantly enhancing the durability and
dimensional stability of fast-growing, abundantly
available, certified sustainable wood species,
Accoya® wood offers designers, builders and end
users compelling environmental benefits over
competing materials.
Cradle to Cradle Certified™ at the
Gold level and Platinum (Material
Health) certified
Accoya® is non-toxic and fits perfectly into the
bio-cycle of the circular economy, with leading
credentials in the building materials sector.
Cradle to Cradle Certified™ product
scorecard for Accoya®
Material Health
Platinum
Material Reutilisation
Renewable Energy and Carbon Management
Water Stewardship
Social Fairness
Overall Certification Level
Gold
Gold
Gold
Gold
Gold
The high level of certification that we have attained
means that choosing our products contributes
to several credits in recognised Green Building
Schemes such as LEED and BREEAM.
50 year
warranty
Sustainably
sourced
Low
maintenance
Highly
stable
Natural
wood
Non toxic
For all
climates
11
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Our Market
A significant growth opportunity
Overview
Accsys’ products are positioned within the
substantial global wood products market, a subset
of the wider building and construction market.
Macro-economic trends, wider societal ‘megatrends’
and market penetration opportunities provide us
with significant growth and demand drivers within
our market.
With demand for our products exceeding our
volume of supply, currently a key enabler for sales
growth is growing our volume of production
capacity. Our ‘5x by 2025’ production target is a
key goal in our growth strategy, further details of
which can be read in the CEO’s Report.
Market size
We operate within the global wood products
industry which produces approximately 800 million
cubic metres per annum, according to the UN
Food & Agriculture Organization. As our products
compete with and displace other non-wood
building materials from concrete to plastics, the
market in which we operate is even larger.
We have used independent market research to
estimate that by continuing in our current market
approach, with prioritised targeting of regions and
product use applications, the potential achievable
market for Accoya® and Tricoya® is in excess of
2.6 million cubic metres annually.
Our achievable market figure has three important
factors behind it:
• Firstly, we know that our products outperform
competing materials most strongly when used
outdoors. The global outdoor wood market
is estimated to be around 14% of the global
lumber or sawnwood market.
• Secondly, our products compete with the
high value end of the outdoor wood market,
representing around a quarter of the global
outdoor wood market.
• Thirdly, our targets for Accoya® and Tricoya®
are currently six geographic markets and four
product use categories, and our achievable
market figure reflects only this scope.
Based on these factors, within the broader global
market for solid wood, our target of an achievable
1 million cubic metres for Accoya® still only
represents a fraction of the addressable
market opportunity.
The global market for Tricoya® panel products is
estimated to be at least 1.6 million cubic metres
per annum, equating to around 1% of global MDF
manufacturing capacity.
60,466 m3
Accoya® sold in this
financial year
Approximately 2%
of 2.6+ million cubic metre
total potential market
estimation for Accoya®
and Tricoya®
OVERVIEW
GOVERNANCE
FINANCIAL STATEMENTS
Section to be redesigned
Demand drivers
There are three main types of drivers of demand for our products.
Industry demand drivers
GDP
Over time, construction – the main driver of wood
consumption –increases as a result of rising GDP
per capita, associated economic development and
standards of living rising.
Underlying drivers include social and market
expectations of building usages, performance
and design, as well as regulatory changes (e.g.
building safety, maintenance, sustainability and
energy performance).
Construction & redevelopment
Our products are used in new constructions
as well as refurbishment, redevelopment and
remodelling for commercial and residential
buildings and projects.
One-off events can also impact construction
and redevelopment growth, as seen with the
COVID-19 pandemic causing consumers to
spend more time at home and increases in
home improvement.
Megatrends
The superior performance and sustainability
characteristics of our products tie into a number
of broader macroeconomic trends.
Sustainability
The world is coming to a consensus that action is
needed to address climate change. 36% of global
energy use is accounted for by the building and
construction sector.
In addition to decarbonisation, the ‘Race to Zero’,
and setting of carbon neutral targets, there
is also an increasing focus on the renewability
of resources: reducing embodied carbon in
materials and buildings and shifting to the
circular economy philosophy. Many countries
and even global businesses now have mandatory,
legislative targets to be carbon neutral by 2050;
decarbonisation is not simply an option but
an obligation.
Shifting consumer priorities
Consumers in our geographic end markets
continue to shift towards products that have
a lower environmental impact.
This can be seen everywhere, from the types of
shopping bags or drinking straws we use, to the
cars we drive.
In the built environment, the trend is the same.
We can see evidence all over the world of mass
timber buildings – using renewable, carbon-storing
wood instead of concrete and steel. Wood is the
increasingly popular ‘green building material’
choice, with its natural look and feel and particular
favour shown for natural and sustainable products
over non-renewable tropical woods.
Increasing customer importance is being placed on
whole life cycle considerations – both of costs and
environmental impacts.
Lifestyle changes
Socio-economic changes drive a cultural shift
in expectations for residences and commercial
buildings. There is increasing demand for high
performance and low maintenance wood products
suitable for outdoor use, with this segment
expected to grow faster than for softwood grades
generally. Causes of this include lifestyle changes
across economies.
Market penetration
Our products are most frequently chosen for
their exceptional performance and characteristics
across all climates. The exceptional performance,
sustainability and quality of Accsys’ products
are fundamental to our proposition. With this
valued competitive advantage against other
woods and non-wood materials, we believe we
can grow faster than the market through market
penetration and share gains.
Market share and growth
Accsys has developed as a company and has
developed its markets substantially since proving
the commercial viability of acetylated wood. We
have grown market share and brand awareness
in the industry through market seeding under
our current model of distributor supply and
manufacturer support.
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STRATEGIC REPORTAccsys Technologies PLC — Annual Report and Financial Statements 2021 Our Market continued
Competitive advantage and material
substitution
Accoya® solid wood has class-leading properties
that match or improve upon the unsustainable
alternatives, combined with its certified
sustainability credentials. Our acetylation process
substantially reduces the effects of water on
the wood, dramatically reducing susceptibility to
swelling, shrinking and decay – all but eliminating
the traditional drawbacks of wood, while enhancing
the positives.
Architects, specifiers, manufacturers and end-
customers no longer need to choose between
performance and sustainability, with Accoya®
offering clear advantages over non-renewable,
unsustainable and heavily polluting alternatives
such as tropical hardwoods, synthetics and plastics
or mined metals.
Tricoya® panels’ enhanced performance and
suitability for use in ‘wet’ environments not only
improves their appeal compared to traditional
panel products, but also opens completely new
use scenarios and design possibilities. Tricoya®
displaces alternative more expensive or less easily
handled products and opens up major new market
opportunities in the construction sector; and sales
of Tricoya® panels have increased significantly each
year since their introduction to the market.
Both products offer not just ultra-high quality and
performance but also market-leading warranties
and service life, along with the sustainable benefits
and credentials that make them so attractive in this
increasingly environmentally-responsible world.
Targeted segment penetration
With products that could be described as
‘disruptive’ to the existing materials on offer,
and with demand exceeding production capacity,
we have focused on developing the regions
and product applications to support rapid but
sustainable growth. This means targeting the
product categories and use cases for which our
products are particularly well-suited, offering
the most substantial and easily-understood
advantages over other materials.
The majority of our Accoya® sales are to a network
of timber distributors which in turn supply a variety
of industries, principally for joinery (windows and
doors), decking and cladding. Accoya® is primarily
selected for use by architects, manufacturers and
specifiers for its high performance characteristics.
We focus on these applications as Accoya® offers
particularly clear and compelling advantages
over traditional alternatives, both in material
performance as well as sustainability.
Product applications
Our products encourage manufacturers, architects, specifiers and consumers to make sustainable
building material choices on multiple global applications, without compromising on performance.
Tricoya® panels are currently manufactured
using chipped Accoya® wood, in advance of the
completion of the dedicated Tricoya® wood chip
acetylation plant in Hull, UK. Agreements have been
secured with MEDITE and FINSA, who are expected
to use the Tricoya® acetylated wood elements in
place of traditional wood chip feedstock to create,
market and sell Tricoya® panels. Sales of Tricoya®
panels have increased significantly each year since
MEDITE introduced them to the market in 2012,
being used both in place of ‘traditional’ panels and
in applications where wood panels would not have
previously been feasible.
As we expand our manufacturing capacity, we
will be targeting not just development of and
expansion into new regional markets, but also into
more application types as we continue to develop
our product range.
Route to market
Our focus on marketing and selling to our
distributors and their customers has been a very
successful route to establish our products in the
market as we challenge traditional preconceptions
about material choice. We have built and developed
strong relationships with our distributor networks
in key territories.
Through training, support and engagement with
them and their manufacturing customers, we
develop brand and product advocates throughout
the value chain.
We are seeking to significantly increase the
awareness of the benefits of Accoya® with end
users and consumers. Currently our extended
sales network with our partners and customers
is a major driver of end-user demand – expert
recommendation being highly valued in our
markets – however we are already seeing evidence
of Accoya® in particular gaining a very positive
reputation with enthusiastic property and home
owners as well. The Accoya® brand was refreshed
in FY2021, supported by a new website and
consumer-facing digital campaigns. The integration
of our Approved Manufacturer Programme
with location- and application-based ‘Where to
Buy’ listings on the new website has resulted in
significantly increased throughput of demand
to vendors of Accoya® products: benefitting our
brand, our customers, and end-consumers.
By developing our multi-channel marketing
strategy, coupled with continued close support
with our distributors and manufacturers, we will
ensure that we continue to build on our strong
market position.
Decking
Windows
Doors
Cladding
Wood decking has a look and feel of its own.
Our products’ resistance to cracking, splinters,
and other effects of weather and water offers the
choice for genuinely sustainable, long-lasting decking
of unmistakable quality.
Classic looks with contemporary performance:
Accoya® wood window frames deliver all the benefits
and beauty of natural wood with none of the downsides:
superior thermal insulation, minimal upkeep, maximum
stability, durability and sustainability.
Industry-leading stability means that our products
won’t shrink and swell like other wood: reducing the
chance of sticking or jamming in wet conditions, and
helping coatings last far longer before cracking or
peeling. Tricoya® and Accoya® both provide compelling
advantages for all kinds of exterior doors.
Form and function combine perfectly as Accoya®
and Tricoya® give designers, specifiers, woodworkers,
architects and property owners a material with
boundless creative possibilities, world-leading
sustainability credentials and best in class
long-term performance.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Our Business Model
Giving the world a choice to build sustainably...
...and creating value for all our stakeholders
Through our sourcing, production, and bringing our products to market, our business model enables
Accsys to fulfil our purpose and give the world a choice to build more sustainably.
Our business and products add value at each stage from sourcing through to sale and use, through
quality, sustainability, competitive benefits and longevity.
Our activities
How we are investing in our future
We combine chemistry, technology and ingenuity to make high performance wood products that are extremely durable and
stable, and opening new opportunities for the built environment. Our business and products add value at each stage from
sourcing to sale and use, through their quality, sustainability, competitive benefits and longevity.
A key part of our business model involves focusing on growth of our business and production in order to take advantage
of the substantial global market opportunity we believe is achievable with our products.
Sourcing
We obtain all our timber for production
from certified sustainable, well-
managed and fast-growing forests,
primarily in New Zealand.
Proprietary product
manufacturing
We manufacture our wood products
using our proprietary low emission,
acetylation wood modification process
at our existing plant in the Netherlands.
Forest Stewardship
Council® (FSC) certified
60,466m3
Accoya® wood sold this year
Global sales and distribution
We work with a network of global
distributors to get our sustainable wood
products to our customers, who utilise
Accoya® and Tricoya® materials to create
branded products such as windows,
doors, decking, cladding, façades and
other external applications.
+10%
underlying revenue growth this
year which continues to be
driven by repeat business
Building new plants and
optimising existing sites
We develop and optimise existing sites
and processes to benefit from existing
skills and leverage operational and
financial scale.
We identify new international locations
and appropriate partners to develop
additional capacity in order to meet
our longer-term growth potential in
global markets.
5x by 2025
production capacity growth target
Research and
development (R&D)
We have developed innovative,
proprietary and protected technologies.
We continue to invest in R&D, focused
on optimising our existing product
offering and technologies and investing
in focused technology solutions.
In FY21 we launched a new, unique
product to selected markets, offering
customers Accoya® wood which is
coloured through from surface to core:
Accoya® Color
Working with
business partners
Working with the right business
partners helps us maximise our
potential, enabling our growth to
realise the substantial global market
opportunity for our products.
We continue to advance our strategic
priorities, in particular by working
with partners which have resources or
technologies that complement our own.
Work progressing towards the planned
construction of an Accoya® plant in the
USA through our joint venture with
Eastman Chemical Company
Sourcing
Proprietary
product
manufacturing
Global sales
and distribution
Building new
plants and
optimising
existing sites
Research and
development
(R&D)
Working with
business
partners
Our differentiators
We utilise the following resources and relationships, which offer us a competitive advantage in our marketplace:
Our technology and IP
We have developed families of patents,
providing robust protection over our
proprietary products and processes.
42 countries
in which we hold 356 patents
and patent applications
Our people and
engineering expertise
Our passionate employees are key to
the successful execution of the Group’s
strategy, together with their valuable
know-how and a dedication to the
future success of the Group.
59% headcount
increase over past three years
Environment and
sustainability
Accoya® & Tricoya® fit perfectly in
the bio-cycle of the circular economy.
Accoya® is
Cradle to Cradle
Certified™
at the Gold level
Strong industry
relationships
We work with equipment manufacturers,
wood suppliers, the acetyls industry,
testing and certification bodies, and
other system supply specialists, to help
us develop our technology, products
and their place in the market.
See page 56 for Stakeholder Engagement
Industry leading brands
Our brands Accoya® and Tricoya®
are globally registered trademarks,
portraying our products’ sustainable,
high quality and long-term
performance.
Financial strength
With strong profitability progression,
a robust balance sheet and cash-
generative Accoya® business, we have a
strong platform to progress our global
growth plans.
64 countries
in which our brands are
registered trademarks
+44%
underlying EBITDA growth in FY21
16
17
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Our Strategy
Grow product
demand
Practise manufacturing
excellence
Develop our
technology
Build organisational
capability
Developing market opportunities to drive
revenue growth.
Growing our global manufacturing production capacity.
Doing things faster, better, and more safely.
R&D of product and process-related technologies and
IP to protect and grow our leading market position.
Developing our people and organisational capabilities
to manage our growth.
Our focus
Our focus
Our focus
Our focus
Drive sales growth in key markets and categories
• Grow manufacturing position and production capacity
• Pursuing process technology to enhance efficiency
• Talent management: Adding new skills and talent
Superior customer relationships, service and support
in Europe and internationally
•
•
•
Build and protect brands
• Competitive advantage through product sustainability,
quality and performance
• Safe operations, everywhere
• Capturing growth from energy & climate megatrends
• Partnering fairly
• Optimising plants & processes for scalable growth
• Replicating technology with continuous improvement
• Optimising existing products
• Developing our people: Leadership & training
• Protecting our IP
• Sourcing responsibly
• Engaged workforce
• Living our values and culture
• Lowering resource use and incorporating circular processes
Read more about product demand in ‘Our Market’
on page 12
Read more about our manufacturing expansion in ‘CEO Report’
on page 20
See our ‘CEO Report’ on page 20 to read more
about our IP
Read our ‘Sustainability report’
on page 46
Material Issues
Sustainable & quality products
Energy & climate change
Material Issues
Sustainable & quality products
Energy & climate change
Governance, management and advocacy
Governance, management and advocacy
Responsible sourcing
Society & Communities
Responsible sourcing
Health and safety
People and wellbeing
Ecological footprint
Material Issues
Sustainable & quality products
Innovation and technology
Material Issues
Governance, management and advocacy
People and wellbeing
Fair & ethical conduct
2021 Progress
2021 Progress
2021 Progress
2021 Progress
• Total volume sold increased by 5% to 60,466m3
• Accoya® Arnhem fourth reactor expansion
• Strong underlying market demand drove capacity-
level volume, and quick recovery after initial
COVID-19 disruption
construction underway
• JV with Eastman Chemical formed to construct
US Accoya plant
• B2B brand recognition and loyalty growth through
• Site-specific US plant design underway; market
Approved Manufacturer Programme (AMP)
•
•
New Accoya® product website increasing customer
support and training
North America market research and expanded North
America distributor network
• New Accoya® Color product received well in launch
feasibility study and €31m net equity funding for
US plant raised
•
•
Tricoya® Hull plant construction nearing completion,
despite delays
New Safety strategy, resources and initiatives,
with increased awareness and improved reporting
markets and in high demand
•
Three Lost Time Incidents (LTIs), up from two in FY20
• Continued and expanded IP protection
• Expanded senior leadership, talent and skills
and safeguarding
to support growth
•
R&D team expanded and reorganised as a
global centre of excellence to better support
worldwide expansion
• First commercial orders of Accoya® Color made H1 21
•
Off-cut recycling pilot programme launched
• Ongoing research into alternative source wood
species' performance
• Efficiency improvements in production processes
resulting in reduced year on year emissions intensity
•
•
•
•
•
Operational effectiveness improvement
programmes launched
Implemented actions to address prior year employee
survey feedback
Alignment of employee Objectives and Key Results
with Accsys strategic goals
Improved employee engagement scores across
all key areas
Developed compensation strategy to align with
growth ambitions
Looking forward
Looking forward
Looking forward
Looking forward
•
•
•
Increasing North America sales & marketing activity
to grow demand and volumes
Further expansion of B2B activities including AMP and
collaboration with distributors and manufacturers
Increased brand development into B2C space to drive
consumer ‘pull’
•
Grow Accoya® Colour sales as capacity increases
• Tricoya ® Hull plant and Arnhem fourth reactor
to double production capacity from 60,000m3
to 120,000m3
•
•
•
Progression of North American JV Accoya® activities
Targeting 200,000 m3 production capacity by 2025
Progression of Safety strategy and safety-first
culture, new internal ‘Think Safe, Act Safe’ brand
•
•
•
•
Improving process efficiencies, including from new
wood handling process and equipment
• Evolve organisational structure to enable Group to
grow effectively in size and geographically
Longer-term research into potential for additional
product categories as overall capacity increases
Continue to develop and expand our IP portfolio
Research into and assessment of alternative raw
materials supply options
•
•
Progressive enhancement of processes and
management systems (eg ISO 9001, 14001)
Continued improvements resulting from annual
employee survey feedback
•
Internal activities to reinforce purpose and values
18
19
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Chief Executive’s Report
“ In my first full year as CEO
we have continued to make
strategic progress under our
ambitious growth strategy.”
Introduction
In my first full year as CEO of Accsys, our team has
delivered a strong set of results for the year ended
31 March 2021 that demonstrate the agility of our
business and the high levels of underlying demand
for our products. We have continued to make
strategic progress in building our organisational
capability under our ambitious growth strategy to
expand production capacity five times by 2025.
We have strengthened our corporate and product
brands, embraced our values, improved ‘how’ we
work and our talent development and engagement,
and driven forward with our core purpose of
“Changing wood to change the world”. While
ongoing challenges in the final completion of our
Hull plant are disappointing, we have continued
to make progress even through the difficult
circumstances of the past year, and our overall
growth, results and achievements in the year
have been very encouraging.
We remain committed to our strategic priorities
that will enable us to achieve our goals and fulfil
the substantial growth potential in our markets.
In the period, we have made further progress in
our development of new production capacity and
global expansion. The new plant and expansions
being built at Hull and in Arnhem, are expected
to double our total Group production capacity
from 60,000m3 to 120,000m3. We are making good
progress in our preparations for a North American
plant through our Accoya® USA JV with Eastman
Chemical Company.
In November 2020 we published our new ESG
framework and Sustainability report, marking a
significant step forward in our commitment to both
our own corporate sustainability ambitions and
our alignment to the UN Sustainable Development
Goals. We have developed and integrated our
approach to ESG and sustainability into our
business, led by our purpose, values and the
issues important to us and our stakeholders.
The year has not been without challenges. Many
of our staff have carried the burden of COVID-19
on their personal lives, and for office-based staff,
many have missed the face-to-face work and
rapport with colleagues. Amidst this we have found
new ways of working together, and strengthening
our global team: new processes driving efficiency
and global collaboration, new initiatives bringing
us closer together across our teams and sites,
and growing our team with world class talent in
new roles and strategic remits for engineering,
research and development, health and safety
and on-site management and operations.
COVID-19
The COVID-19 pandemic has presented a
challenging year for people and businesses
worldwide. The effects of the pandemic on Accsys’
full year performance can be seen primarily in the
initial disruption to sales flows in the first quarter,
and in contributing to the additional delay and
challenges in completing construction and
bringing production online at our Hull plant.
Our priority in managing the pandemic has been
to ensure the safety and well-being of our people.
Operationally, we introduced new protocols and
workflow practices for site-based employees.
The remainder of our workforce continues to
be successfully flexed to home working around
OVERVIEW
GOVERNANCE
FINANCIAL STATEMENTS
Accoya® sales
volume
Accoya® manufacturing
margin
Employee
engagement
2021
2020
60,466m3
2021
33.4%
2021
57,842m3
2020
30.0%
2020
82%
78%
60,466m3
33.4%
82%
the applicable government rules and employees’
personal circumstances, a change that also gives
us greater adaptability around unforeseen events
in future. The way that we have adapted and
responded to these dynamic times is something
we are all proud of.
Colleagues and teams throughout the business
also showed great agility and responsiveness in
managing not just the challenges posed to some of
our customers and supply chains, but also the very
rapid recovery in demand that followed. This has at
times stretched our inventory levels, and we want
to thank our partners, customers and suppliers for
helping us meet as much of the strong demand for
our products as possible.
Preserving our balance sheet and ability to execute
our growth plans remained a key focus, during
the pandemic and beyond. In the first quarter
of FY21, COVID-19 and the measures taken by
governments to reduce the spread of the virus
caused lower than previously anticipated sales in
certain key geographies while Accsys was part-
way through the completion of significant capacity
expansion projects. Ensuring that we can continue
to allocate our capital to these long-term growth
projects, through strong cost and working capital
management, was an important area of focus in the
earlier part of the year.
As a result of the initial reduced sales, Accsys
received some government support in The
Netherlands and the UK to support operations
through the initial stages of the pandemic. At that
time, Directors and other senior staff accepted
a 20% reduction in their pre-tax salary for four
months as part of our impact mitigation measures.
Relative to many other organisations around the
world, the impact of the pandemic on Accsys’
financial performance has been limited by the
strong underlying product demand and rapid
recovery in sales volumes. As a consequence, once
the scope of impacts and resilience became clear
after the year-end, we have paid back in full the
government grants received, and in May 2021 paid
back the salary difference to all employees below
the senior-management team level, reflecting their
hard work throughout that challenging period.
Summary of results
The Group has delivered a strong 12 months driven
by the Accoya® business during which we have
grown revenues, profits and seen a strong cash
performance despite the challenges presented by
the COVID-19 pandemic. Total revenue for the 12
months ended 31 March 2021 increased by 10% to
€99.8m (FY20: €90.9m). Accoya® sales volumes of
60,466 cubic metres represent a 4.5% increase
compared to last year.
Overall, these results were driven by the strong
performance of the Accoya® business. Average
sales prices improved as a result of product price
increases that took effect during the year. This
improved pricing was one of the main drivers in
helping underlying gross margin to increase to
33% compared to 30% last year.
As a result, Group underlying EBITDA increased
by 44% to €10.1m (FY20: €7.0m). This increase in
part reflected the ability to redirect production
volumes during the start of the period which was
most impacted by COVID-19.
20
21
STRATEGIC REPORTAccsys Technologies PLC — Annual Report and Financial Statements 2021 Chief Executive’s Report continued
Accoya® segment – summary of results
Accoya® sales volume – cubic metres
Underlying Accoya® segmental revenue
Accoya® wood revenue
Licence income1
Acetic acid sales
Manufacturing margin – %
Underlying EBITDA
Underlying EBIT
FY 2021
60,466
€97.6m
€91.1m
€0.4m
€5.8m
33.4%
€21.4m
€17.1m
FY 2020
57,842
€90.0m
€82.8m
€3.2m
€6.7m
30.0%
€16.9m
€12.6m
Change %
4.5%
8%
10%
(88%)
(13%)
+3.4%
+27%
+36%
1 FY20 Licence income was reported as exceptional income and relates to the Cerdia termination agreement.
Sales Volume by region
UK & Ireland
Tricoya®
Rest of Europe
Americas
Benelux
Asia-Pacific
RoW
2021
m3
2020
m3
Increase
%
14,937
15,891
13,388
6,642
5,186
3,998
424
15,564
14,134
13,567
5,935
4,201
4,118
323
60,466
57,842
(4%)
12%
(1%)
12%
23%
(3%)
31%
5%
The Group has finished the year in a strong
financial position. A combination of the strong
Accoya® performance and cash generation,
together with later than anticipated capex and
working capital outflow from delays in the Hull
plant construction meant that Group Net debt
decreased to €12.2m at 31 March 2021 from
€25.2m as at 31 March 2020.
Accoya® global performance
The Accoya® business performed strongly in
FY21 with strong EBITDA growth and a good
cash flow performance.
Revenue from the sale of Accoya® increased by
10% to €91.1m compared to the prior year. This
reflects a strong performance particularly in the
last three quarters of the year, after the initial
13% reduction in Accoya® volumes sold in the
first quarter largely as a result of the COVID-19
disruption to our sales channels. We saw this
impact most strongly in April 2020 when
customer supply chains were initially disrupted.
Sales volumes recovered strongly with demand
exceeding our production capacity across the
remainder of the year.
As a result, full year Accoya® volumes sold were
4.5% above the prior year, with our production
at Arnhem largely at capacity. Our full year
production volume result reflects three factors:
1) Sales returned quickly to pre-COVID-19 levels
in the second quarter, 2) Demand continues to
exceed our production capacity with strong
underlying demand for Accoya® and 3) Some
supply chain disruption during the year to our
wood material sourcing led us to utilise and reduce
our inventory levels. As a result, we ended the year
with lower than usual inventory levels, but which
will be rebuilt into the new financial year.
Revenue growth in the period has been supported
by an increase in average sales prices. Price rises
were implemented in the last financial year for all
customers, including all Accoya® customers from
1 January 2020, and have benefitted the 2021
financial year and were maintained through the
COVID-19 period. From 1 April 2020, the European
markets were successfully transitioned into our
direct sales and marketing channels, from their
previous exclusive licence to Cerdia also removing
the previous Cerdia discount arrangements which
supported profitability. A further price increase
took effect in November 2020 including to address
an expected increase in raw material costs.
Overall, we have continued to see strong
underlying demand for Accoya® across our
regions and with our Tricoya® panel manufacturing
partners. This demand continues to be in excess
of our current production capacity.
During FY21 our total annual sales volume
growth and regional sales trends also reflect
some disruption to supply chains from COVID-19
particularly in the UK and USA which were
impacted more significantly by COVID-19 than
others. The USA performed strongly in the second
half, as we continue to ramp up our sales and
marketing activity and increase allocation in the
region to support our future production expansion
plans there. Strong growth in Benelux reflects
prioritisation of sales efforts to build the local
market as a more significant contribution to the
overall sales mix.
The launch into selected regions at the end of
the last financial year of Accoya® Color, a true
colour wood product that is tinted throughout the
material, has gone well with the first commercial
orders received and demand increasing across the
year. While the production ramp-up and limited
Accoya® stock availability will limit near term sales
as anticipated, we expect increased Accoya®
Color sales in the medium term with its unique
proposition proving attractive to customers in our
target markets. This will be supported by increased
sales and marketing activity overall to drive end
consumer awareness and demand.
Demand for Tricoya® chips from our panel
manufacturing partners remains strong, and sales
volumes to our Tricoya® licensees for the production
of Tricoya® panels increased by 12% which was also
supported by the impact of price increases.
Accoya® manufacturing gross margin increased to
33.4% (FY20: 30.0%), driven by the price increases
referred to above and strategic decisions to
optimise operations around COVID-19 challenges.
We completed our annual maintenance shut down
ahead of schedule in the first half of the financial
year to take advantage of reduced production
levels when COVID-19 was causing significant
uncertainty. Subsequently we operated all three
Accoya® reactors at full capacity to meet demand
during the year.
Accoya® strategic progress
During the period we have made good progress
in our planned expansion of Accoya® production
capacity at our existing Accoya® plant in Arnhem in
2021. Under these plans we expect to increase the
site capacity by 33% to 80,000 cubic metres by
adding a fourth reactor. The detailed engineering
is complete, and we began ground works for
construction in February 2021, with good progress
since then including the delivery to site of the new
reactor in May and key procurement orders placed.
We have also secured the full permit required
for the construction project and recruited the
additional people required.
CASE STUDY
Striking Accoya®
black cladding for
private residence
in UK
This striking private home has Accoya® wood
cladding across the entire front facade. The
homeowners undertook a large extension to their
property and wanted their home to look unique
and unlike any of their neighbours.
The Surrey homeowners were familiar with charred
wood and liked the dark burnt effect it creates.
Architect Karl Harrison presented them with an
inspired alternative: “Just because it’s black does
not mean it has to be charred, so let’s use something
truly unique”. The result is Accoya® wood cladding
coated with a Sansin paint to create a remarkable
jet black appearance, with precise tongue, groove
and v-joint boards that hide all fixings for a pure,
minimalist facade.
Harrison believes Accoya® cladding is “contemporary
and offers a texture like no other”, in addition to its
incredible stability and 50-year warranty, providing
peace of mind that the initial outstanding finish will
remain for years to come.
23
2222
Architect: Karl Harrison Landscapes
Location: Surrey, UK
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Chief Executive’s Report continued
The broader expansion project also includes
increased chemical storage and an upgrade of
our wood handling equipment, which is also being
progressed, with the order for equipment placed.
The expansion remains on track to be operationally
complete by the end of Q1 calendar year 2022.
North America represents the largest potential
regional market for our product. New independent
market research has confirmed an achievable
market for Accoya® in North America of up to
948,500m3 per annum within a wider addressable
market of up to approximately 9.6 million m3.
North America is a market that Accoya® already
has a growing footprint in, but in which we are
significantly constrained by the volume of product
we can deliver to customers from our Arnhem
production capacity. We have strong foundations
for growth in the region with a number of key
distributor customers in place and have rolled out
our Approved Manufacturers Programme for our
distributors’ customers, which has been highly
successful in Europe. During 2021 we have also
made good progress in our plans to expand our
manufacturing footprint into North America and
build a new Accoya® plant there.
In August 2020 we formed a joint venture with
Eastman Chemical Company (NYSE: EMN), a world
leader in the production of acetyls, to construct an
Accoya® plant in USA. Under the JV, Accsys holds a
60% interest and Eastman a 40% interest.
Since August we have made good progress in our
initial planning and feasibility work, and in preparing
the commercial agreements needed. Work has
spanned various areas including developing
site-specific engineering plans, detailed capex
estimates and financial planning the formalising of
working protocols between the parties as well as
project financing planning. We expect to complete
the final aspects of this, including the detailed
front-end engineering design in the summer of
2021 and are targeting to make the final investment
decision at this stage also.
We believe Eastman is a strong collaborative
JV partner who brings multiple benefits to the
Accoya® USA JV given its leading position in the
production of acetyls, a key raw material in Accoya®
production, as well as its extensive experience
in building and operating chemical plants. The
plant will be located on Eastman’s operating site
in Kingsport, Tennessee, USA, which offers cost
and geographical benefits by being adjacent to
Eastman’s existing acetyls operations.
The initial plant designs will target a two-reactor
40,000 m3 capacity plant, while the plans and site
also allow for further efficient expansion (subject to
market conditions) of up to eight reactors in total.
Importantly, the plant will replicate the success
of our Accoya® plant in Arnhem by duplicating
our existing Accoya® technology and operational
know-how.
The planning to date confirms the strong financial
returns from the plant itself, with a targeted
pre-tax IRR of over 20%. In addition, Accsys will
licence its technology to the Accoya® USA JV, with
sales and marketing support also expected to be
provided by Accsys under a separate fee bearing
agreement with the Accoya® USA JV.
We expect that the plant will take approximately
two years to construct from the point of final
investment decision which is targeted for summer
2021. Following construction, sales are expected to
ramp up over a further two years to the plant’s full
production capacity.
In May 2021, we successfully completed the
issuance of new share capital to fund Accsys’ equity
share of the project, through a placing and open
offer. Further details on the financing for the USA
plant can be found in the Financial review.
Tricoya®
Strategic progress
The construction of the world’s first Tricoya®
plant at Hull is in its final stages. During the year,
construction work on the Tricoya® plant in Hull was
progressed but was impacted by COVID-19 related
challenges, and recent engineering changes. While
construction progress resumed over the summer
of 2020, the final stages of construction have been
taking longer than anticipated.
As a result, in April of 2021 we updated our
guidance that at that time we expected a three to
six month delay to the lead contractor’s schedule,
and full operational ramp-up of the plant would
likely commence in H2 FY22.
Subsequent to this in early June 2021, we received
a notice from the lead contractor responsible
for the delivery of the plant, Engie Fabricom UK
Limited, purporting to terminate the engineering,
procurement and construction (EPC) agreement
for the project by reason of force majeure arising
out of the COVID-19 pandemic.
CASE STUDY
Perfect cladding
for lake house
Architect: Substance Architecture
Location: Iowa, USA
Photography: Gaffer Photography LLC
Accoya® wood finished with the Japanese charring
method of ‘shou sugi ban’ was used to clad this
house on Okoboji Lake in Iowa, USA.
Designed by Substance Architecture, a leading
collaborative design practice in the state, the
house allows views right through the house from
the street to the lake behind. Preserving the
existing trees on the grounds, the NIGIRI Accoya®
wood cladding from reSAWN TIMBER co. provides
not just a stunning aesthetic but also incredible
durability and performance.
Combining the characteristics of Accoya® wood
with the shou sugi ban charring technique creates
a dense outer char layer for a seamless transition
over time to a beautiful weathered look.
We continue to explore the opportunity to expand
Tricoya® production into Malaysia through the on-
going feasibility study with PETRONAS Chemicals
Group Berhad for the construction of a Tricoya®
plant in Malaysia. The full decision to progress with
the plant will only follow after the Hull Tricoya®
plant has been operational for a sufficient period
to ensure that any engineering learnings can be
factored into the Malaysian plant design.
In June 2020, BP, a minority investment partner
in the Tricoya® consortium, announced the sale
of its petrochemicals business to INEOS, which
saw the transfer of the Tricoya investment from
December 2020. We have been pleased to welcome
and work together with INEOS alongside our wider
consortium partners.
Group Strategic Development
The Group has four strategic priorities that we
focus on to enable us to achieve our goals and fulfil
the substantial growth potential for Accoya® and
Tricoya® in our markets.
With the contract now terminated, Engie Fabricom
has spent two weeks demobilising from the
site, ensuring that the handover of the site to
Accsys is completed safely and securely. Work
has commenced to develop the detailed plans
necessary to complete the remaining items of
construction and commissioning of the plant.
Given the relatively advanced status of the project,
we are now evaluating the potential to project
manage the final works directly and may not need
to appoint another lead contractor. Our team is
conducting a comprehensive GAP analysis which
will be completed following obtaining full access
to the site which is expected this week, together
with receipt of the project documentation held
by Engie Fabricom. This will enable us to validate
the remaining works, costs, timeline and people
required to complete construction and for
commissioning required for full operation of the
plant to be carried out. Once this evaluation has
been completed, we shall update the market with
our expectations for the start-up of the plant and
likely remaining associated costs to completion.
Notwithstanding the delays and challenges,
our planning for the plant continues to allow for
the ramp-up of production to full capacity over
approximately three years following start-up.
This reflects that this is the first plant of its type
and that various modifications and operating
improvements may be identified once the plant is
initially operational. Once at capacity, we continue
to expect that a gross margin of approximately
40% should be achievable. This is higher than
the Accoya® plant gross margin due to lower
wood input costs and a higher level of automation
attributable to the continuous process used for
the Tricoya® process.
24
25
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Chief Executive’s Report continued
Grow product demand
During the period we have made good progress
in developing market opportunities to drive our
revenue growth.
Following the launch of our new product website in
June 2020, which includes a 'Where to Buy' section
to connect visitors to our customers, we increased
the number of our customers trained and included
on the site by 50% in the second half of the year.
We launched our global Approved Manufacturer
Programme in the 2021 financial year. We have
extended this from the UK initially to now include
the DACH and Benelux regions and North America
over the course of the year. This engagement,
and two-way support with our distributors and
manufacturers, strengthens our brand at all levels
and expands the reach of our customers and, by
extension, our product.
Practise manufacturing excellence
With the significant global market opportunity
for our products, building additional production
capacity in global markets is a key element of our
growth strategy. We have made progress during
the year in our projects to grow our Manufacturing
position in Europe, North America, and Malaysia.
With our specific progress set out in the segmental
summaries above, these projects are:
• Accoya®, Fourth reactor expansion at Arnhem,
the Netherlands;
• Tricoya®, New plant construction at Hull, UK;
• Accoya®, New plant to be constructed in USA;
• Tricoya®, New plant to be constructed in
Malaysia.
In late 2019 we set out our target to increase
our production volume capacity by five times,
by 2025. Through the construction of new plants
and capacity expansions at our existing plants, we
intend to increase the annual volume production
capacity from 40,000 m3 per annum, to around
200,000 m3 and m3 equivalent per annum.
Develop our Technology
Accsys continues to invest heavily in growing,
researching, developing and protecting its valuable
portfolio of intellectual property and confidential
information. Our technology covers not only the
physical equipment and engineering that underpins
our manufacturing and production, but also the
processes and methodology we follow in our entire
supply and production chain, from the way we
prepare our wood to the way we market and sell
Accoya® in the market.
We continue to develop all aspects of our
technology, including our process technology
where we continually aim for the best efficiency
and best quality for our products and production.
During the year we have hired additional people
to support our R&D and reorganised our R&D
activities as a centre of excellence to support
the expanding Group.
We have reviewed and implemented new improved
procedures seeking to safeguard as much as
possible our proprietary information and are
working with teams across the Group to ensure
better understanding of, and training on, our
confidentiality protocols.
Accsys’ patent portfolio totals 356 patent family
members, covering 27 distinct inventions in over
40 countries. Over 60% of the patent family
members have now been granted, including 179 of
the 27 distinct inventions in Europe, USA or China,
including notable grants protecting acetylated
MDF panel in Europe and Malaysia. By using
a combination of patenting and know-how we
continue to invest in the generation and protection
of core technologies associated with our current
and future plants for the production of Accoya®
and Tricoya® wood products.
Our principal trademark portfolio covers our
brands Accoya®, Tricoya®, the Trimarque device
and Accsys®, protected by registration in over 60
countries, with recent trademark activity focused
on increasing the strength of those brands,
and securing protection for the new corporate
logo and our ‘changing wood to change the
world’ strapline.
CASE STUDY
High performance
decking
Architect: De Sepibus AG
Location: Gemini Pass, Switzerland
Decking installer: Stephan Kiechler
Hotel Wildstrubel sits high up on the Gemmi pass
near Leukerbad in the Swiss Alps. Situated at
2350m above sea level and accessed by modern
cable car, the hotel is a popular tourist destination
for hiking and mountaineering during the summer
and cross-country skiing in winter. Part of the
attraction is its spacious Accoya® deck that invites
visitors to relax and enjoy the stunning mountain
scenery in style and comfort.
Accoya® was not only chosen for its authentic
wooden aesthetics but also for its impressive
performance, as the mountain climate – while
ideal for skiing – could pose a few challenges to
the materials used for the deck. At that altitude,
winters are long and bring a lot of snow and
freezing temperatures, the stress of which
can cause other materials to crack. The high
footfall of tourists all year round also puts a lot
of stress on the deck, especially with heavy ski
and hiking boots. For Accoya®, these challenges
are no problem at all: due to the patented
acetylation process, Accoya® wood is so
dimensionally stable that it barely shrinks,
swells or warps at all, and is extremely durable
in all weather conditions. It’s the best decking
material for challenging environments.
Accsys continues to maintain an active watch
on the commercial and IP activity of third parties
to ensure its IP rights are not infringed, and to
identify any IP which could potentially hinder
our commercial activity. In 2021 we completed
an additional worldwide patent search which has
reconfirmed our freedom to operate position, as
we continue our Accoya® joint venture in the United
States and our plans for a Tricoya® joint venture
in Malaysia.
Build organisational capability
In 2021, we have continued to develop the
group by investing in people and processes to
better support our growth including through a
programme focussing on operational effectiveness
and addressing areas identified from the employee
engagement survey carried out at the end of last
financial year.
The Group continues to invest in its Organisational
capability with new Heads of department hired in
HSE, Technology, Engineering, IT, Investor Relations
& Acetyls management. We are also developing
processes and systems to support our growth
and ensure that the Group can expand effectively
including into new locations.
26
27
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Chief Executive’s Report continued
While developing and building world-first,
market-disruptive technology has its inherent
challenges, as an organisation we are increasing
our focus on the execution of our construction
and other development projects. Our construction
planning and project management approaches are
incorporating more detailed engineering principles
in order to improve delivery, and we have added
new skills and talent into the Company in the period
to manage the growth in this area ahead.
Health and safety
As Accsys continues to grow, safety remains at
the core of our business. We have worked hard
to develop our new Health & Safety strategy,
our processes, safety messaging, policies
and associated metrics to help us measure
performance. During the 2021 financial year we
have also changed our working practices to keep
our people safe in a COVID-19 environment.
While in the year we experienced three Lost Time
Incidents (LTIs), up from two in FY20, we are
seeing a positive response to the new strategy
and initiatives. Preventative and leading actions
and indicators improved considerably, with more
than double the number of Toolbox Talks and
Management Safety Tours conducted, and much
higher engagement with hazard, near miss and
safety opportunity internal reporting.
Unfortunately, as previously reported, an
incident resulting in a serious injury to one of
our contractors occurred on our Arnhem site.
The incident involved a routine tanker unloading
operation at the production plant. The incident
has been investigated and various root causes
have been identified. A number of important
and significant actions to further improve this
process have now been implemented.
The incident serves as a reminder that health and
safety of our employees, partners, contractors and
other associates and stakeholders must remain the
top priority as Accsys continues to grow to more
sites and geographies.
Environment, Social and Governance
This year has been important in the development
of our approach to ESG and sustainability, with
the launch of our first Sustainability Report in
November 2020. This was one output of extensive
work both internally and with our stakeholders to
make sure we are focusing on the right areas and
topics. We established our 10 key material issues and
impact areas and created an ESG framework that
aligns with our purpose, values and strategy, defines
our approach to these issues, and contributes to
five main UN Sustainable Development goals, with
additional impacts on seven more.
The approach we are taking is to ensure that ESG
and sustainability are not simply 'additional' factors
or considerations, but meaningful and integrated
with our business. We have created a new ESG
Committee and added a dedicated ESG Manager
within the business to advance our approach and
roadmap, engage our colleagues throughout
the business, and further refine and develop the
details of our ESG strategy. We continue to have a
strong focus on responsible sourcing and product
sustainability: 100% of our products are made from
FSC® certified sustainable wood from well-managed
forests and 100% of our key materials suppliers are
screened against social and environmental criteria.
The increase in annual sales volumes means that
more sequestered CO2 than ever before is safely
stored in our products, for decades ahead. Further
detail on our ESG performance can be found in our
Sustainability Report.
Significant work has been done to expand and
improve our data recording and management for
these areas, giving us robust and useful information
and metrics with which to make informed decisions
and plans rather than just well-meaning statements
of intent. In our Sustainability Report we significantly
increased the number of reported ESG-related
metrics and data points. I'm very pleased that we
have quickly built further on that and expect to
report to GRI and SASB standards alongside our
Annual Report this year and are currently developing
ambitious but realistic internal targets for key
performance indicators.
Longer term, for Accsys as a whole, we expect
to continue to achieve improving profitability
as each step in our growth journey allows us to
significantly increase the level of sales and take
advantage of economies of scale associated with
higher operating levels. As the focus on the carbon
footprint of the built environment continues to
intensify, we expect significant demand for our
high-performance and sustainable products and
remain on track to meet this demand through
increasing our capacity fivefold by 2025.
I remain confident in the significant long-term
growth opportunities ahead and in our ability
to execute our strategy in pursuit of
sustainable growth.
Rob Harris
Chief Executive Officer
21 June 2021
The internal action plans developed for each issue
have been progressed well. For some topics this is a
continuation of the high standards already in place,
such as responsible sourcing and sustainable and
quality products, and in other areas such as People
and Wellbeing, Health and Safety, and Society and
Communities there have been some great steps
forward. We have established new global functions,
teams and strategies for HSE, Technology and
Engineering, and seen very positive results of our
second Accsys People employee engagement survey
a reflection of the many workstreams improving the
lives, wellbeing and enablement of our colleagues.
More can be read about our engagement survey in
our Sustainability report.
We have also established a new Charities Committee
and approach aligned to our business' locations,
activities and purpose.
Outlook
As focus on sustainability grows, demand continues
to exceed supply for our sustainable products
and underpins our strategic growth plans which
progressed well during the year. Construction of
our Hull plant is in its final stages and the fourth
reactor at Arnhem is progressing, and, as these
complete we will double our capacity as a Group.
Additionally, following the close of our year, we
announced a successful equity raise to support
our joint venture with Eastman Chemical Company
to build an Accoya® USA plant. This raise was
significantly oversubscribed and will allow us to
address the substantial North American market
where demand continues to grow.
We expect revenue growth as the additional
capacity at Arnhem becomes operational. Further
to our update earlier this month regarding the
status of the Hull plant, we are taking over the
project and completion of construction following
termination of the EPC contract, and are in the
process of validating the remaining works, costs
and timeline for completing the project. Group
overheads will increase next year given the
investment in our organisation for growth and
ahead of the planned Hull plant start-up.
28
29
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Tricoya® Consortium
The Tricoya® Consortium was formed on 29th March 2017, with its members currently comprising
Accsys Technologies, INEOS Acetyls Investments Ltd, MEDITE Europe DAC, BGF & Volantis
(Lombard Odier) and with project finance debt provided by NatWest. INEOS and MEDITE also
provide strategic benefits through supply and sales off-take agreements respectively.
Tricoya® Consortium structure
MEDITE
INEOS
Accsys
11.3%
8.5%
76.5%
Loan notes
Equity option
BGF/Volantis
3.7%
MEDITE
TTL
(Owner of Tricoya IP)
INEOS
8.2%
61.8%
30.0%
Tricoya UK
(Hull plant operator)
Bank Facility
NatWest
The Tricoya® Consortium:
•
Is working to achieve the market potential of
Tricoya® through:
The Tricoya® opportunity:
• Global market for Tricoya® panels estimated in
excess of 1.6 million cubic metres per annum
– increasing production capacity;
– This equates to approximately 1.5% of global
– investing in Research & Development to
further enhance the Tricoya® product and
its production processes;
MDF manufacturing capacity
• Tricoya® panel sales to date limited to market
seeding using chipped Accoya® at higher cost
– marketing Tricoya®’s sustainable, enhanced
durability and exceptional dimensional
stability properties;
• Wholesale price of Tricoya® panels above that
of Accoya® reflecting its exceptional properties
and that it is a unique offering in the market
– seeding the market for Tricoya® products;
– pursuing additional licence or consortium
agreements worldwide to support Tricoya®’s
growth potential.
• Tricoya UK Limited (Tricoya UK) – is building
and will operate and run the Tricoya® plant at
Saltend Chemicals Park, Hull, a site selected for
its adjacency to INEOS’s acetic anhydride plant.
The plant will produce Tricoya® chips to sell to
the panel industry as a feedstock.
• Tricoya Technologies Limited (TTL) – continues
to progress evaluating the feasibility of jointly
funding, designing, building and operating
an integrated acetic anhydride and Tricoya®
production plant together with PETRONAS
Chemicals Group Berhad in Malaysia.
• Construction of the Hull plant is expected
to address the increased global demand and
promote increased supply
Tricoya® revenue streams include:
• Sale of acetylated wood chips
• Licence & royalty fees received from licensees
for panel forming IP and right to brand and sell
Tricoya® panels
• Licence & royalty fees received by TTL for right
to use Tricoya® IP to manufacture Tricoya® chips
• Sale of Acetic acid, which is a by-product of the
Tricoya® manufacturing process
The Hull plant:
• Construction is in the final stages of completion
• Targeting production capacity of 30,000
tonnes of chip per annum, sufficient to
produce approximately 40,000 cubic metres
of Tricoya® panels
• Licensee or sales agreements secured with
MEDITE & FINSA, with expectation the plant
will be significantly loaded from start-up
Targeted Tricoya® Hull
plant capacity
30,000
metric tonnes
• Plant expected to be EBITDA positive operating
at approximately 40% capacity
Accoya® sold for Tricoya®
market seeding
• Full capacity expected to be reached in
approximately three years
• Further details on the latest status of the
project can be found in the CEO's Report
15,891m3
in FY2021
CASE STUDY
Top three levels
of acetylation
tower lifted
into place
In October 2020, construction of the
Tricoya® plant in Hull reached new heights:
the final levels of the acetylation tower were
lifted into place, bringing it up to its full
vertical reach of 56 metres.
Weighing in at approximately 60 tonnes,
the structure and equipment assembly of
levels 7, 8 and 9 were successfully placed,
marking a significant step forward for the
project. The plant is the first of its kind in the
world, and will acetylate certified responsibly
sourced wood chips into Tricoya® acetylated
wood elements, ready to be made into panel
products with exceptional performance
characteristics that unlock new possibilities
in the built environment.
30
31
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Financial Review
“ Accsys delivered a strong
financial performance
in the financial year.”
Underlying Group Revenue
Underlying Gross Profit
Underlying EBITDA
Underlying EBIT
Underlying profit/(loss) before tax
Statutory profit before tax
Year-end cash balance
Year-end net debt balance
Accoya® Sales volume
Overview
Accsys delivered a strong financial performance in
the financial year with underlying Group revenue
up 10% to €99.8m and underlying EBITDA up 44%
to €10.1m. Accoya® sales volume increased by 4.5%,
having performed strongly following the significant
reduction in certain geographies in April 2020
(down 35% year on year) resulting from COVID-19
disrupting our customers’ supply chains. Despite
the challenges of COVID-19 during the year, we
were pleased to deliver an increase of €3.0m in
underlying EBIT to €4.4m (FY20: €1.4m), principally
driven by a 340bps increase in our Accoya®
manufacturing margin to 33.4% (2020: 30.0%).
The Accoya® business continued to perform
strongly driving a €4.5m increase in Group
operating cashflow before working capital changes
and exceptional items to €11.8m (2020: €7.3m)
contributing to a €13.0m reduction in Group net
debt in the year. This ensured the preservation of
the capital raised in December 2019 for the Arnhem
Reactor 4 expansion project and the Hull Tricoya®
plant.
FY 2021
€99.8m
€33.1m
€10.1m
€4.4m
€1.1m
€0.3m
€47.6m
(€12.2m)
60,466m3
FY 2020
€90.9m
€27.5m
€7.0m
€1.4m
(€2.2m)
€1.5m
€37.2m
(€25.2m)
57,842m3
Change %
10%
20%
44%
214%
4.5%
The impact of COVID-19 on the financial
performance of the business in the 2021 financial
year can be seen through the initial impact on sales
volumes and revenues as outlined below, and in the
implications for the construction of the Hull plant
as discussed elsewhere in these reports. Overall,
our Accoya® operating business has come through
the pandemic in good financial shape and proven its
resilience.
Statement of comprehensive income
Underlying Group revenue increased by 10% to
€99.8m for the year ended 31 March 2021 (2020:
€90.9m). Higher sales volumes together with
higher average selling prices resulted in revenue
from Accoya® wood increasing by 10% to €91.1m.
The Group benefited from full price sales to
the former ‘Cerdia’ region during the period,
following the early termination of the commercial
agreements with Cerdia International Gmbh
(Cerdia) effective from 1 April 2020.
OVERVIEW
GOVERNANCE
FINANCIAL STATEMENTS
Underlying Group EBIT
Cash balance (year end)
Net debt (year end)
2021
€4.4m
2020
€1.4m
€4.4m
2021
2020
€47.6m
2021
(€12.2m)
€37.2m
2020
(€25.2m)
€47.6m
(€12.2m)
(0.1)
4.5
(1.3)
Cerdia commercial arrangements. The amount was
deducted from the on-going loan from Cerdia on 1
April 2020. Licence revenue of €0.3m was reflected
in our Tricoya® segment in the prior year period.
Other revenue of €6.2m (2020: €7.3m)
predominantly relates to the sale of acetic acid
which decreased compared to the prior year due to
lower average acetic acid prices.
10.1
Underlying EBITDA
€12.0m
€10.0m
€8.0m
€6.0m
€4.0m
€2.0m
€0.0m
7.0
FY20
Total
Accoya®
Tricoya®
R&D and
Corporate
Costs
FY21
Total
Included within Accoya® revenue, are sales of lower
priced Accoya® for the manufacture of Tricoya®
panels, which increased to €18.3m (2020: €15.3m).
These sales are used to develop the market for
Tricoya® products, ahead of the start-up of the
Tricoya® plant, currently under construction in Hull.
Tricoya® panel revenue of €2.1m (2020: €0.5m)
represented sales of Tricoya® panels, purchased
from our Tricoya® licensees, to sell into other
geographies in order to provide market seeding
material for the global Tricoya® market.
Licence revenue of €0.4m was attributable to the
new licence agreement entered into in August
2020 with Accoya USA, LLC, a JV company formed
with Eastman Chemical Company to construct
and operate an Accoya® wood production plant
to serve the North American market. Accoya
USA, LLC is accounted for as a joint venture and
equity accounted for in these results. €3.2m of
exceptional Licence revenue was recorded in
the prior year which related to the termination
fee associated with the early termination of the
Underlying gross margin increased from 30%
to 33% compared to the previous year with the
Accoya® manufacturing gross margin increasing
340bps to 33.4%. These increases were driven
by higher average selling prices, following a
22% decrease (to 26%) in Accoya® sold in the
year at discounted prices (for Tricoya® panels
manufacture). This compared to 48% sold in the
prior year which included sales to Cerdia and
for Tricoya®, following the termination of the
commercial agreements with Cerdia with effect
from 1 April 2020. General sales price increases
were also successfully implemented in January
2020 and November 2020, although these were
partially offset by upward variable costs pressures,
with higher wood costs, and higher net acetyls
costs as compared to the prior year. Higher net
acetyls costs were particularly impacted by lower
acetic acid prices, although an increase in acetic
anhydride pricing was seen in Q4 FY21 which has
continued into the FY22 financial year. This has
been partially offset by an increase in acetic acid
prices in Q1 FY22.
32
33
STRATEGIC REPORTAccsys Technologies PLC — Annual Report and Financial Statements 2021
Financial Review continued
Underlying other operating costs, excluding
depreciation and amortisation, increased by €2.3m
to €22.8m. This increase was due to an increase in
staff costs and related recruitment costs, following
the majority of the remaining Hull operating team
being hired in H2 and as the Group continues to
invest in its Organisational capability with new
Heads of department hired in HSE, Technology,
Engineering, IT, Investor Relations and Acetyls
management. The staff costs increase also included
a higher share-based payment charge and a related
increase in the National Insurance accrual resulting
from the Group’s share price increasing.
A change in the nature of the bonus awards
compared to the prior year also increased the
bonus expense with bonus awards in the prior
year being granted as share awards vesting in
July 2021, with the cost of the awards spread over
the vesting period (2 ¼ years). In the current
year, bonus awards are currently expected to be
awarded as cash bonuses, with the full expense
of these awards expensed in the financial year.
The current year bonus scheme has also been
extended to incentivise and reward more of the
Company’s employees.
The above staff cost movements were partially
offset by lower staff travel costs and COVID-19
related temporary salary decreases for the
Directors and Senior management team (€0.2m)
with the remainder of the employees repaid their
COVID-19 related temporary salary decreases
shortly after year end. Depreciation and
amortisation charges were largely in line with
the prior year. Underlying finance expenses
decreased to €3.3m (2020: €3.5m) in line with
lower average borrowings.
Share of net loss from joint venture of €0.1m
relates to the Group’s attributable share (60%) of
Accoya USA, LLC’s net loss for the year. The net
loss relates to operating costs, including market
research, external studies and legal fees, incurred
during the current pre-investment stage of
the project.
Exceptional income recognised in H1 attributable
to COVID-19 related government support
funding received from the UK and Netherlands
governments (the UK Government’s Coronavirus
Job Retention Scheme and NOW respectively)
totalling €0.6m, was reversed in H2 following
the decision to repay these funds in full. These
repayments were made in Q1 FY22.
Other adjustments, excluded from the underlying
results, include a foreign exchange loss of €0.8m
(2020: gain of €0.5m) on loans held in pounds
sterling with BGF and Volantis and foreign
exchange differences on cash held in pounds
sterling, which is used primarily to act as a
cash flow hedge against future sterling project
expenditure on the new plant being constructed
in Hull and to a lesser extent, as a cashflow hedge
against future sterling corporate costs. The
effective portions of the cash flow hedges are
recognised in Other comprehensive income.
Underlying profit before tax increased by €3.3m
to €1.1m (2020: loss of €2.2m). After taking into
account exceptional items and other adjustments,
a profit before tax was reported of €0.3m (2020:
€1.5m). The tax charge of €1.3m (FY20: €0.6m)
reflects the improved profitability of the Group.
Cash flow
Cash flow generated from operating activities
of €20.2m compared to €2.4m in the prior year,
reflects the strong operational cash flow being
generated by the Group and careful working
capital management during the year. Inventory
levels were managed lower during H1, following the
initial COVID-19 impact, and despite endeavours
to increase inventory levels in H2, they remained
lower than planned at the end of the financial
year. As a result, we anticipate working capital
increasing in the first half of the new financial year,
in particular as inventory levels are expected to
increase back to ideal operating levels and also
to support the expected increase in production
capacity coming on stream.
At 31 March 2021, the Group held cash balances
of €47.6m, representing a €10.4m increase in the
year. The cash increase in the year is attributable to
the cashflow generated from operating activities
referred to above, equity funding received totalling
€9.5m, explained further below, partially offset by
investments in tangible fixed assets of €11.7m.
Investment in property, plant and equipment of
€21.4m during the year reflects the construction
progress made on the Tricoya® plant project in
Hull (€14.4m) and the Arnhem Accoya® Reactor 4
expansion project (€4.8m). The difference between
the property, plant and equipment additions of
€21.4m and capital investment in the Consolidated
Net Debt
€40m
€35m
€30m
€25m
€20m
€15m
€10m
€5m
€0m
(9.0)
20.7
(3.2)
3.2
(6.0)
(21.4)
25.2
(5.1)
8.4
2.9
(3.5)
0.0
12.2
Net Debt
at 1 April
2020
Accoya®
EBITDA
Tricoya®
EBITDA
R&D and
Corporate
Costs
Operational
Working
Capital
Capex
investment
Capex
payables
Interest
Cerdia
termination
fee
Tricoya®
Equity
issuance
Accsys
Equity
issuance
Other
Movements
Net Debt
at 31 Mar
2021
statement of cash flow of €11.7m principally
relates to an increase in capex payables of €9.0m
reflecting the milestone nature of the construction,
with the capital investment in the Consolidated
statement of cash flow reflecting actual payments
made in the period.
The Group received €6.0m of equity funding during
the year from our Tricoya® consortium partners
related to funding the completion of the Tricoya®
plant in Hull and other Tricoya® related activities.
The Group also received a one-off cash amount of
£2.8m (€3.3m) from Volantis following their exercise
of 4,655,667 options at £0.5971 exercise price.
These options were issued under the 2017 capital
raise for Accsys’ initial investment into the Tricoya®
consortium (see note 30 to the financial statements).
Revenue margin
33.4%
30.0%
22.7%
21.8%
23.0%
4.1
FY17
4.4
FY18
7.8
FY19
16.8
FY20
21.0
FY21
Accoya Underlying EBITDA 1 (€'000)
Manufacturing margin (%)
1
Accoya® segment underlying EBITDA & Manufacturing margin
above excludes licence income and other income, predominantly for
marketing services.
Loan repayments of €2.5m and interest payments
of €1.8m were made during the year (2020: €5.3m),
with the decrease compared to the prior year due
to repayments of €0.5m relating to the ABN AMRO
€14m term loan being deferred to the end of the
loan term, as a COVID-19 action taken by ABN
AMRO together with lower interest payments on
the Cerdia loan, following the €3.2m reduction in
the loan balance from 1 April 2020.
Trade and other receivables decreased to €12.3m
(2020: €15.3m) following the Cerdia termination
fee (€3.2m), which was raised as a receivable at
31 March 2020, being deducted from the on-going
Cerdia loan on 1 April 2020.
Total inventory decreased in the year to €12.3m
(2020: €16.9m), with both finished goods (€1.4m
decrease) and raw materials (€3.3m decrease)
reducing compared to the prior year. Levels of
Accoya® inventory remain low, with the finished
goods balance representing approximately 2 ½
weeks of sales. Inventory levels are expected to
increase, firstly to increase our current lower than
normal raw material levels and secondly to support
the expected increase in production capacity
coming on stream.
The increase in trade and other payables to €29.8m
(2020: €16.9m) is primarily due to the timing of
accruals associated with the construction of the
Hull plant with actual cash payments being lower,
reflecting the timing of milestone payments in
relation to construction.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Financial Review continued
Financial position
The Group has closed the year in a strong financial
position, and the Group’s balance sheet remains
robust. Net debt decreased by €13.0m in the year
to €12.2m due to the strong cashflow generated
from operating activities (€20.2m) referred to
above, partially offset by Capex investment
of €11.7m.
The Group held cash balances of €47.6m at 31
March 2021 together with €6.0m headroom on the
ABN AMRO committed working capital facility and
€7.9m headroom on the Tricoya® Natwest €17.2m
facility. Amounts payable under loan agreements
decreased to €54.3m (FY20: €57.3m) primarily
relating to the €3.2m termination fee associated
with the early termination of the Cerdia commercial
agreements, which was deducted from the Cerdia
loan on 1 April 2020.
In May 2021 (post year-end), Accsys completed a
successful Placing and open offer for an issue of
shares in the Company, raising gross proceeds of
approximately €37 million. The net proceeds from
this are to be used primarily to fund the Group’s
investment in expanding its Accoya® business into
North America through the construction of a new
Accoya® USA plant, through its joint venture with
Eastman Chemical Company (‘Eastman’), as well as
to provide additional capital to support the Group’s
continued growth and ongoing development.
The planned Accoya USA plant project has been
estimated to cost approximately $130m and is
expected to be funded through a combination
of project finance debt and through equity from
Accsys and Eastman. Accsys has a 60% share of the
joint venture with Eastman holding a 40% share.
Going concern
These consolidated financial statements are
prepared on a going concern basis, which assumes
that the Group will continue in operational
existence for the foreseeable future, and at least
12 months from the date these financial statements
are approved.
taking into account the Group’s financial resources
including the current cash position and banking
and finance facilities which are currently in place
(see note 29 for details of these facilities) and the
possible further impact of COVID-19.
The Directors have also assessed a severe but
plausible downside scenario with reduced sales
volumes and lower gross margin. These forecasts
indicate that, in order to continue as a going
concern, the Group is dependent on achieving
certain operating performance measures relating
to the production and sales of Accoya® wood
from the plant in Arnhem with the collection of
on-going working capital items in line with
internally agreed budgets.
The Directors have also considered the possible
amount and timing of capital expenditure
required to complete the Tricoya® plant in Hull
following the recent purported termination of
the engineering, procurement and construction
contract by the main contractor. This has been
considered together with the current expansion
of the Arnhem operation and intended investment
in the USA, noting that the full forecast project
costs have not yet been committed to. There are
a sufficient number of alternative actions and
measures within the control of the Group that can
and would be taken in order to ensure on-going
liquidity including reducing/deferring costs in
some discretionary areas as well as larger capital
projects if necessary.
The Directors believe that while some uncertainty
always inherently remains in achieving the budget,
in particular in relation to market conditions
outside of the Group’s control and uncertainty
over future cash flows in completing the Hull plant
construction as set out above, together with the
continued heightened risk that COVID-19 entails,
there is sufficient liquidity under the severe but
plausible downside such that there is no material
uncertainty with respect to going concern.
Therefore the Directors believe that the going
concern basis is the most appropriate on which
to prepare the financial statements.
As part of the Group’s going concern review,
the Directors have assessed the Group’s trading
forecasts and working capital requirements for
the foreseeable future under a base case scenario
William Rudge
Finance Director
21 June 2021
Risk Management
How we identify, evaluate, and mitigate risks
Overview
Identifying, evaluating, and mitigating risk remains
a matter of importance for the Board, now more so
than ever as Accsys continues on its exciting and
ambitious ‘5x’ growth journey.
At Accsys, the Board is ultimately responsible
for risk management. Ongoing risk assessment is
delegated to the Audit Committee which seeks to
improve and increasingly ensure that Accsys’ risk
processes remain focused and robust.
Accsys’ Risk Committee conducts regular and
structured reviews of risk ahead of reporting to,
and further review and discussion with the Audit
Committee. The Audit Committee then seeks
to ensure that risks have been appropriately
identified and evaluated with appropriate
mitigation plans in place.
The Risk Committee meets at least quarterly and is
chaired by the Finance Director and is constituted
by members of the Executive Committee.
The Risk Committee maintains a detailed risk
register and seeks to:
•
identify and rank key risk areas, including
existing and new risks;
• allocate an Executive Committee member with
day to day oversight of each risk;
• evaluate the likelihood and impact of each risk;
• highlight to the Audit Committee changes in the
risk register;
•
identify steps that are being taken to mitigate
the risk; and
• traffic light those areas of particular concern.
Our risk management
framework incorporates
a top-down approach,
setting the risk appetite and
identifying our principal risks,
and a bottom-up approach to
identify our operational risks:
All employees have a role in the
management of risk within the Group.
Review of
operational
controls
C o l l eagues
Group
Controls
n
ratio
e
n
u
m
e
R
N
o
m
i
n
a
t
i
o
n
Board of
Directors
Audit
Colleagu e s
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
Risk Management continued
A non-exhaustive summary of the principal risks facing the Group are set out below. The below
is subject to ongoing review and change and consequently should not be read as in any order
of priority.
Health, Safety and Environment
Hull Plant
Supply of Raw Materials
Sale of Products
The Group’s manufacturing business and operation
or construction of industrial plants utilise
chemicals under heat and pressure which means
health and safety events (HSE) at our sites such
as injury, damage, explosion, contamination, or
death represent ongoing risks with potentially
catastrophic impact.
The construction of the new Tricoya ® plant in Hull,
including its commissioning and start up, may affect
the Group’s ability to generate revenue as planned
if the commencement of the commercial operation
of the plant is further delayed.
Mitigation
The Group maintains and continues to invest in
HSE processes and systems internally. Our aim is
also to continually increase HSE awareness among
our people.
In the 2021 financial year, a new Group HSE
Director has been recruited to oversee,
implement and (where necessary) improve all
HSE matters across the Group. The Group HSE
Director is supported by dedicated full time HSE
Managers at both our Arnhem and Hull sites,
with monthly reporting and review to and by the
Group’s Executive Committee, an annual review
with the CEO, and on an ad hoc basis to the extent
that events occur. Safety Management Systems
are regularly reviewed, with a comprehensive
audit programme (regulatory and internal)
in place.
In 2021 a Safety Awareness Programme has been
launched for all Group personnel to further drive
HSE awareness. HSE training for all personnel
working in industrial areas remains mandatory
and a priority.
Mitigation
Progressing the completion of the Hull plant remains
a key priority for the Executive Management team
and the Board.
The project’s status and progress are focal topics
on the regular Board and Executive Committee
meeting agendas on which progress is updated
on and analysed.
Regular reviews of the project are also held with
relevant contractors and separately at a Project
Management level, seeking to ensure that all issues
are properly understood and plans are in place to
address them appropriately to enable completion
of construction and commercial operation as soon
as possible.
During the year, the Group has increased its
internal resources dedicated to the project,
and on the ground operationally. A third-party
consultancy firm has been retained by the Group
to provide additional advice, including as to the
project schedule and options for optimisation and
redeployment of staff.
The production of Accoya ® and Tricoya ®
requires the procurement and supply of two key
raw materials: raw wood (whether in solid form or
chip) and acetic anhydride. A failure to secure the
supply of raw materials in the right volumes, at
the right times, and appropriate price will hinder
our ability to produce and sell our products,
which in turn is likely to materially adversely
affect our revenue and EBITDA. Supply of raw
materials remains a key risk that Accsys is focused
on mitigating.
As a business that sells products, a key risk for the
Group is changes in customer demand and other
factors that may adversely affect the sales of our
products. In the first quarter of FY 2021, the initial
impact of the COVID-19 pandemic led to a temporary
dislocation in customer supply chains and a temporary
decrease in sales volumes of Accoya® from our
Arnhem plant.
In the longer term, a failure to supply pent up demand
risks customers adopting alternative technologies and
products which may adversely impact future demand
and sales growth. Sales may also be impacted by quality
control failures which may lead to reputational damage.
Mitigation
Building long-term relationships with key
suppliers of raw materials, including new and
existing suppliers of acetic anhydride, continues
to be of paramount importance to Accsys.
Where possible, maintaining a diversity of supply
is key among this, as is ensuring good supplier
relationships that provide us with materials on
time, in line with our expectations.
In FY 2021, the Group entered into a wood chip
supply agreement with one of the UK’s largest
suppliers of wood chips, de-risking the supply
of raw wood chip into the Tricoya® plant in Hull
ahead of its forthcoming start-up. Testing
continues for new species diversification for
our raw wood sourcing, including in respect of
both Accoya® and Tricoya® for application at our
current and future sites.
Our supply chain team work closely with both
our suppliers and with our production and sales
teams to ensure raw material supply is optimal,
developing clear internal policies to that end,
whilst keeping informed of and reviewing market
dynamics and participants.
Mitigation
The Group maintains structured and well-resourced
Sales, Marketing and Product Quality functions which
focus on supporting and growing our sales and customer
demand, while ensuring the quality of our products.
In FY 2021, we mitigated the adverse impacts of COVID-19
on EBITDA and sales in the first quarter with steps
including reducing inventory levels and working capital
more generally including to ensure prompt debtor
collections, reducing non-essential operating costs and
new recruitment, and ran targeted regional marketing
campaigns to overcome customer dislocation.
Research and development continues, with the goal of
increasing overall product quality by way of enhancing
quality control standards and carrying out root
cause analysis.
The Group continues to progress its plans to add new
production capacity, at Hull, Arnhem and abroad, and
further details on these projects can be read in the
CEO’s Review. These projects are expected to allow us
to increase production capacity as reflected in our ‘5x’
production capacity target for 2025 which in turn is
expected to help to address pent-up demand.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Risk Management continued
Environmental, Social and
Governance (ESG) and
Sustainability
Through our products, Accsys offers the world a
choice to build more sustainably, and ESG goes to
the heart of what we do. An inability to recognise
ESG issues and mitigate ESG risks may be materially
detrimental to the Group’s prospects as a company
with strong ESG credentials.
Manufacturing
Expansion
IT
The Group’s ability to generate revenue and
drive EBITDA relies heavily on its manufacturing
capability. A plant shutdown or operational down-
time in Arnhem, and a failure to realise commercial
operations at our new manufacturing facilities in
Hull and elsewhere are likely to materially adversely
impact our financial results and ability to grow.
This risk was identified in last year’s reporting
and remains equally relevant today.
New plants, including our Tricoya® plant in Hull,
which rely on new engineering and technology,
may not perform as expected, particularly in the
early stages of operations.
Failure to grow manufacturing in line with
market expectations may adversely impact
our financial results and ability to achieve our
ambitious ‘5x’ growth.
As a company with valuable technological IP and with
manufacturing processes that depend on IT systems,
a failure of IT security, continuity or inadequate
management information may have a serious impact
on the Group’s business.
Mitigation
Optimisation of production output at our Arnhem
plant continues to be a focus, with a view to
mitigating the adverse impacts of operational
down-time.
Attention continues to be given to plant reliability
and integrity, including failure analysis, structured
preventative maintenance programmes and
associated procurement of high impact spare
parts are designed to mitigate downtime, as well
as implementation of projects to address any plant
and reactor issues.
As noted above, to mitigate risk of further delays
at our new plant in Hull, heightened reviews of the
project are held at a Project Management, Executive
and Board level, with the project being a key focus
for our Chief Operating Officer.
Mitigation
Ensuring appropriate ESG governance is in place is
important to us, as is fulfilling our commitments in
key ESG areas including health and safety, people
and well-being, ensuring fair and ethical conduct,
producing and selling products that are sustainable
and sourced responsibly, controlling our impact on
the environment, and seeking to benefit the broader
society and communities around us.
During the 2021 financial year, a new ESG governance
structure has been developed, including an ESG
Committee to assess ESG risks and opportunities
and to implement Accsys’ ESG Strategy. Having
identified key material ESG issues, Accsys has
developed an integrated sustainability framework and
strategy aligned with its purpose: ‘Changing wood
to change the world’. This approach includes not just
identification, mitigation, and adaptation, but also
the consequent and cumulative impact of both the
business’ operations and its sustainable products
on the world.
A new Accsys Sustainability Report that includes
details of the Company’s strategy and performance
on ESG topics was subsequently published in
November 2020.
Mitigation
Accsys invests in ensuring we have the right
level of project management skills, experience,
and capabilities, as we grow, primarily through
our team of people managing the execution of
our projects, led by our Chief Operating Officer.
Our technology research and development
team also focus on ensuring that our existing
and new technologies are tested and developed
to reduce unforeseen risks when planning and
deploying this technology into new projects.
We have recently made a number of new
appointments to strengthen our engineering
and technology team, with both new engineers
and technologists having been recruited.
As noted above in relation to the fourth reactor
at Arnhem and our joint venture with Eastman
Chemical Company, expansion plans continue,
building on the ‘lessons learned’ from previous
projects, with the goal of meeting our growth
objectives. We continue to evaluate other
new manufacturing opportunities, to meet
global demand.
Mitigation
Accsys maintains a high level of IT security through
the adoption of a continuous improvement in
enterprise information and data security process, and
policy compliance. Physical device security software
and industry-leading security platforms have been
implemented to combat the continually evolving
threat landscape.
We continue to develop processes and procedures to
support the Company’s ongoing operational security
and towards the strategic objective to acquiring ISO
27001 compliance.
In order to seek to mitigate IT risk, Accsys’ Group
Head of IT is carrying out a new review of our IT
systems to ensure that they are appropriately robust
and able to support the business as it continues to
grow. It will also identify where upgrades or additional
support are needed.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Risk Management continued
Licensing/Partnering
Finance
A loss of demand for technology licences or
interest in partnering with us for new or existing
plants may adversely impact our ability to realise
value from our IP and grow in line with our strategy.
Likewise, a failure of our existing business partners,
including contractors, licensees, and suppliers to
perform as expected under our agreements could
adversely impact our financial performance.
As with any businesses, a lack of strong financial
control and planning may adversely impact the Group.
As Accsys continues to grow, its financing needs, both
debt and equity, are likely to increase. Should those
financial needs not be met, this could reduce the on-
going growth of Accsys’ business and delivery on our
expansion plans which require access to capital.
Planning and securing appropriate finance, operating
within agreed financing covenants, and maintaining
robust internal systems and controls are all essential
in meeting the Group’s growth targets. There is
also the risk the Group is adversely affected by the
movement in foreign exchange rates, which may result
in significant, unexpected financial gains or losses.
Mitigation
Developing strong relationships with current and
future business partners to embed a pipeline
of new business opportunities and foster key
relationships is an important focus of our dedicated
business development team. Our sales, marketing
and licensee support teams will also work with
these partners to help them to grow their Accoya®
or Tricoya® businesses.
In FY 2021 we were pleased to announce a joint
venture with Eastman Chemicals Company and are
now progressing our plans with Eastman for a new
Accoya® plant in the US. Developing relationships
with our joint venture partners is important to us,
and is maintained through on-going constructive
meetings, both in respect of the US joint venture,
and in respect of the Hull joint venture where in the
last financial year we have developed further our
relationship with INEOS, following their acquisition
of BP’s petrochemicals business, which includes
the supply of acetyls to Accsys and BP’s
shareholding in Tricoya Technologies Limited
and Tricoya UK Limited.
Mitigation
Reviewing our financing needs as the Group grows
and exploring funding options to ensure that the
Group’s financing arrangements are as efficient
as possible are a key focus of the Group’s Finance
Director and finance team. The Group has formed
strong relationships over recent years with both
equity and debt providers, mitigating risk in this area.
The Group’s minimises the financial risk associated
with exchange rate movements by using foreign
exchange hedging. Where possible, the Group will
use natural hedges where assets and liabilities exist
in the same currency, or foreign exchange derivatives
such as forward contracts to minimise the risk
where appropriate.
The Company completed a Placing and Open Offer in
May 2021 and raised gross proceeds of approximately
€37 million (before expenses) to fund the Company’s
expansion into North America together with its joint
venture partner, Eastman. The raise has also provided
additional capital to support the Company’s continued
growth. The Group is now focused on securing the
required debt ahead of a final investment decision in
relation to the new Accoya® plant in the USA which is
targeted for later this summer.
Litigation and Disputes
Litigation and other disputes with business
partners or other third parties may require
significant resources to resolve, incur costs and
may adversely impact the Company’s reputation.
The outcome of any dispute is inherently
uncertain, and even with a successful outcome,
may be distracting or detrimental to the Group’s
interests during a period of growth. Disputes
with key contractual counterparts may also have
broader adverse operational implications.
Protection of Intellectual Property
(IP) and Trade Secrets
As an IP rich business, the loss of confidential
information, patent rights, trademarks and other
intellectual property over these key assets is a key risk.
Also, a failure to maintain and grow its portfolio of IP, by
patenting new inventions, acquisition or by prevailing
in any IP litigation may have a material adverse impact
on the Group. Together these risks could weaken the
Group’s competitive advantage in its Tricoya® and
Accoya® businesses.
Mitigation
The Group seeks to mitigate the risks involved
with litigation and disputes by developing strong
relationships with key business partners and
advisers and keeping in regular communication
with them on business matters, so as to
address and resolve any issues at an early stage
wherever possible.
Mitigation
The Group’s dedicated IP Manager, together with
external IP attorneys, are responsible for maintaining
and developing our IP portfolio. Confidentiality and
IP Agreements are put in place with counterparts to
control risk and training is given to Group personnel
to help ensure awareness of the need to protect
our IP.
During 2021 the Group appointed a new Group
Head of Technology who is now actively involved in
developing a pipeline of new inventions and is working
closely with our IP Manager to help maintain and grow
our valuable intellectual property portfolio, and assist
with a review of our IP strategy.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Risk Management continued
Personnel
Governance, Compliance and Law
Investor and Public Relations
A failure to maintain appropriate governance
structures or a lack of a clear business strategy
may lead to poor decision making and operational
performance. It may also increase the risk of
the Group failing to meet or stay compliant with
applicable laws and regulations.
Mitigation
As noted on page 65 of this document, in 2018, Accsys
adopted the QCA Corporate Governance Code, which
it now reports against on a comply or explain basis. In
addition to the disclosures set out in these Report and
Accounts, Accsys’ current Statement of Compliance
relating to the QCA Code explains how Accsys
complies with the Code and in turn mitigates risk. A
copy of our current QCA Compliance Statement can
be found at www.accsysplc.com/qca-compliance.
During the 2021 financial year the Board and Executive
Committee engaged with a third-party consultancy to
assist with an extensive and detailed review of Group
strategy, to ensure clarity and alignment in the short,
medium, and longer term. Review of Group strategy
is on-going.
The Board also engaged an independent consultant
to facilitate a Board review and evaluation to identify
any areas where the functioning of the Board may be
improved, or where gaps or possible areas of risk
may lie.
The Group employs many highly experienced
personnel that have deep knowledge of our
business, technologies, processes, and products.
A loss of personnel who hold highly valuable
information or who are highly knowledgeable
about the Group may have a material adverse
impact on us.
The highly qualified personnel required by the
Group in various capacities are sometimes in short
supply in the labour market. An inability to swiftly
replace personnel that leave the Group or expand
our workforce with additional personnel may limit
the rate at which we are able to grow our business.
Mitigation
The Group protects its ability to attract and retain
skilled people through various processes and policies
under the leadership of the Group’s Chief People
Officer. In addition, we value and invest in employee
engagement and communication to maintain a
positive and motivated culture.
Detailed reviews of departmental needs aim to
ensure that the Group can appropriately resource
its organisational needs at a time of rapid growth.
Evaluations are carried out to identify those functions
that are of critical importance for the Group and
individuals within those functions that are themselves
critical and/or are considered of high potential. The
Group also operates a long-term incentivisation plan
which seeks to reward, incentivise, motivate, attract,
and retain critical personnel by way of share-based
awards with deferred vesting. The annual bonus
plan has also been extended to a much larger pool
of employees.
In 2021 we have implemented a number of actions
agreed following our 2020 employee engagement
survey and conducted a second survey in 2021.
This is designed to monitor the level of personnel
engagement and again allow all personnel an
opportunity on an anonymous basis to give valuable
feedback. Further detail of the results of this survey
can be read in the CEO Report.
Maintaining good investor and public relations
helps the Group’s to maintain and grow its
business over time. Reputational risk can occur
directly through the actions of the Group itself,
or indirectly through the actions of employees
or other parties, such as joint venture partners,
contractors, suppliers and customers. Damage
to Accsys’ reputation may have an adverse
impact on our financial performance. It may
include a loss of support from shareholders,
contractors, suppliers, and customers and may
impact shareholder value, impact our sales and
diminish our ability to raise new capital and
implement new projects to grow our business.
Mitigation
The Group maintains various internal controls
and processes that directly and indirectly seek
to reduce reputational risk and to manage the
impact should it occur.
In 2021 we have increased our investor relations
resources to ensure regular contact with
investors through a variety of means, including
shareholder announcements, face to face
meetings with management, and live biannual
web-cast presentations of financial results
amongst others. In doing so, the Group seeks
to keep shareholders informed on a regular and
transparent basis which in turn is designed to
mitigate risks in this area.
Consultation with key shareholders on
important issues is actioned where appropriate,
including for example on changes to the Group’s
Remuneration Policy and new ESG framework.
Accsys’ joint brokers, Numis Securities and
Investec Bank PLC work together, with support
from ABN AMRO in the Netherlands, with a
mandate to grow our investor base, access
to capital and share price for the benefit of
all shareholders.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Sustainability
Our approach
to sustainability
In November 2020 Accsys published its first Sustainability Report. Looking back at
performance in FY2020 with an increased focus on transparency and data, the
report also marked the launch of a restructured and more formalised approach to
sustainability for the future.
The foundation of this is the Environmental, Social and Governance (ESG) framework of 10
material issues aligned to Accsys' purpose, and how these issues contribute to the United
Nations Sustainable Development Goals (SDGs). Supported by increased resources and
improved organisational effectiveness, our approach to these issues is a core part of both
our purpose and our integrated business and growth strategy.
Delivering on our purpose
‘Changing wood’ is what we do, and ‘to change the world’ is why we do it: to have a positive
impact on a global scale.
Our ESG Framework
People &
wellbeing
Health
& safety
Innovation &
technology
Our contribution to the United
Nations Sustainable Development
Goals (SDGs)
Our main contributions focus on SDGs
9, 11, 12, 13 and 15, as these areas are
where our business can have the most
meaningful impacts:
Fair &
ethical
conduct
Society &
communities
Aside from these targeted areas, the
strong sustainability performance of our
business and product also align with a
broader group of SDGs.
Governance
management
& advocacy
a
h
W
t w e d o as a busin
e
s
s
Changing
wood…
Sustainable
& quality
products
…to change
the world
H
o
w we make a n i m p
a ct
Responsible
sourcing
Ecological
footprint
Energy &
climate change
OVERVIEW
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
This year, we have further developed our approach, processes and action plans for our
material issues, with particular focus on improving measurement, monitoring, reporting
and management of performance.
In addition to our Sustainability Report, material issue matrix and ESG framework, we have:
•
Integrated additional ESG factors into
employees’ Objectives and Key Results and
Executive Remuneration
• Created a new cross-cutting ESG and
Sustainability risk category in our risk register
• Commenced review of climate risk and
opportunities in alignment with the Task Force
on Climate-related Financial Disclosure (TCFD)
On the following pages we describe our approach,
key highlights, metrics, and next steps for each
of our key material issues, as seen in our
ESG Framework.
More information and detail is also available in our
SASB and GRI Content Index (www.accsysplc.com/
esg-reporting), and queries can be directed to
sustainability@accsysplc.com.
• Expanded data capture and improved
management systems and processes to
ensure the continued improvement and
accuracy of data
• Formalised our approach and good governance
of issues with the formation and commencement
of the ESG Committee and recruitment of a
dedicated ESG Manager
•
Increased reporting scope and transparency,
including reporting to established global
reporting frameworks GRI and SASB alongside
this Report
Looking ahead
We are accelerating progress on our ESG and
sustainability roadmap, and we are proud to have
achieved so much already in FY2021. While we
celebrate our achievements, we recognise that this
is a journey and there is always more that can be
done, and more to aim for. A selection of our focus
areas for FY2022 include:
• Building on robust governance processes
• Continuing to build on performance reporting
and monitoring systems with improved data
capture and management
• Developing ambitious, realistic targets for top
material issues based on confirmed data
• Continuing to assess and meet current and
upcoming trends and best practices
• Building on our role in the built environment
through growth in provision of our sustainable
and quality products to the market, supported
by the best sustainability standards and
accreditations
46
47
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Sustainability continued
CHANGING WOOD...
Governance,
management & advocacy
We strive for first-class governance, management
and stakeholder relationships to sustain our
growing scale.
People and wellbeing
We focus on the wellbeing of our people through
employee engagement, diversity and inclusion,
development and talent management, and
rewards and recognition.
0 fines
82%
and non-monetary sanctions from non-compliance
with environmental laws and/or regulations
of engagement survey respondents proud to work
at Accsys
FY20: 0
FY20: 78%
First ESG Committee Meeting held
First annual GRI and SASB reporting initiated
2021 Highlights
• Continued adherence to QCA Corporate
Governance Code (see page 65 for
more information)
• Appointments to the Board of Stephen Odell
as Chairman and Alexander Wessels as
Non-Executive Director
• ESG Committee formation complete;
development of robust ESG data collection
and management processes
• Explicit establishment of ESG (including climate
risk) in Group Risk Register
• Further integration of ESG into OKRs and
Executive Remuneration
• ISO 9001 and ISO 14001 action plan commenced
Looking forward
•
Identification of data management and
collection software
•
Sustainability and ESG-related policy development
• Assessment and progress of ISO 9001 and 14001
standards implementation
See the Governance section on page 64
for additional information
78% employee engagement survey response
rate (FY20: 81%)
93% believe “The Company provides high quality products
and services” (FY20: 90%)
0 incidents of discrimination (FY20: 0)
34% employees invested in Accsys Employee
Share Plan (FY20: 28%)
Non-Executive Board Members
Senior managers*
All employees
% Male
% Female
67
88
84
33
12
16
*
Senior managers includes our Executive Board Members,
Senior Leadership Team, and senior managers with highest
levels of strategic influence for the organisation.
2021 Highlights
• Second annual Accsys People employee
engagement survey
• Expanded training provision including topics such
as time management and wellbeing
• Global adoption of digital employee performance
management platform, focused on Objectives and Key
Results (OKRs), regular check-ins and feedback culture
• Increased scope of employee Annual Bonus Plan
(ABP) linking Company & personal objective
performance to reward
• Continued improvement and formalisation of
processes including employee inductions, training
requirement assessment and role clarity
• Frequent all-company video updates, multilingual
digital and offline written updates, and expanded
site-specific communications resources
Looking forward
•
•
New ‘Accsys in Action’ suite of global and local
engagement initiatives on environmental and social
issues, including employee wellbeing
Creation of new, dedicated learning and development
leadership role and strategy within HR function
• Creating competency framework for the Company to
facilitate development and further our reward strategy
• Continuous review of our benefits proposition
48
CASE STUDY
Celebrating
employee
engagement
In FY2021 we held our second annual
Accsys People employee engagement
survey and worked with an external expert
consultancy to review the results and identify
opportunities for continuous improvement.
In addition to the headline improvement in
employees proud to work at Accsys, there
were positive year on year movements across
all topic areas, including belief that ‘the
Company provides high quality products
and service’ (up to 93%) and an increase of
7% (up to 92%) in linking individual roles to
Company strategy.
Our efforts around Objectives and Key
Results have also had a positive impact, with a
24% improvement on the response, ‘I receive
clear and regular feedback on how well I do
my work’. Actions to improve communications
and collaboration across the organisation
have also showed strong improvement
in sentiment, with a 13% rise to 89% on
cooperation within work groups, and the
number of respondents agreeing that there
is effective sharing of ideas and resources
across the Company up 15% from last year.
49
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Sustainability continued
CHANGING WOOD...
Innovation and
technology
We’ll innovate and utilise technology with sustainability
and quality as our goals, going above and beyond to
make a positive impact on a global scale.
Fair and ethical conduct
We’ll uphold our commitment to high ethical
standards, ensuring our processes and procedures
are strengthened as we continue to grow.
€1.1m
dedicated investment in R&D
FY20: €1.2m
0 incidents
of bribery and corruption
FY20: 0 incidents
2021 Highlights
• Establishment of Group Head of Technology role
and Global Technology Centre
• Restructuring of related organisational
structure to improve global and cross-cutting
collaboration, best-practice and efficiencies
• Further development of strategic approach to
technology and innovation aligned to business
growth plans
• Accoya® Color launch in selected regions
and markets
Looking forward
•
•
•
•
•
Development of Accoya® Color range and
production capabilities
Develop a collaboration strategy with academia
and research institutes
Increasing focus on process efficiency and
product quality innovation through Global
Technology Centre
Continued investigation of alternative raw wood
species options to improve product offering and
further strengthen security of supply
Continued protection of technology, processes,
know-how and other intellectual property assets
•
Review of IP strategy
• Development of Quality Control lab and
capabilities in wood panel (MDF) making
and testing
•
•
Continued focus on ‘cleaning’ acetic acid
by-product to increase circularity and reuse
in the industry
Continuing to work with industry partners (i.e.
coatings, adhesives and hardware) to ensure
products are used effectively in applications
100% relevant employees (including Board) communicated
with on anti-corruption policies (FY20: 100%)
100% operations assessed for corruption risks (FY20:100%)
€0 regulatory fines, sanctions or settlements (FY20: €0)
€0 spend on political campaigns, lobbying or think tanks
(FY20: €0)
2021 Highlights
• Review and refresh of policies:
i) Anti-Bribery, Corruption and Tax Evasion
ii) Whistleblowing
iii) Political and Charitable Donations and
Sponsorship
iv) Conflicts of Interest, Gifts and Hospitality
• Updated and revised training* for Bribery
Prevention; Data Protection; Market Abuse
Regulation; and Modern Slavery; these are
provided for all colleagues and mandatory for
relevant employees.
*
As the deadline for training completion was after
the FY21 year end, we cannot yet update on the
‘training completed on time’ metric which was
reported in the 2020 Sustainability Report.
Looking forward
• Assessment of current processes and
performance reporting to external, best
practice benchmarks
• Re-launch of updated compliance policies
• On-going monitoring and training in relation to,
amongst other things, Anti-Bribery, Market Abuse
and Modern Slavery
50
OVERVIEW
GOVERNANCE
FINANCIAL STATEMENTS
Health & safety
Our ambition is ultimately for zero harm, which we will
achieve through practising continuing health and safety
excellence, improved monitoring, raising awareness
of our safety policies and strategy, and further work
embedding the importance of health and safety in our
company culture.
1.84 LTIR
(Lost Time Incident Rate)
FY20: 1.37*
3 Lost Time Incidents (LTIs) (FY20: 2)
6.75 Total Recordable Incident Rate (TRIR)*
98 Management Safety Tours (FY20: 23)
16 Safety Committee Meetings (FY20: 8)
2780 Toolbox Talks (FY20: 1204)
90 Hazard/Near-miss Reports (FY20: 22*)
0 Fatalities (FY20: 0)
*
Significant updates were made to our HSE strategy, data
management, recording scope, scale and methodology during
FY20, resulting in restatement or retirement of previous
figures for comparative purposes.
2021 Highlights
• Improved HSE governance and resource with
recruitment of dedicated Group HSE Director
and Hull HSE Manager
• Refreshed and expanded Group HSE Strategy
and global business function; improved data
capture processes
• Improved internal health and safety communications
• Continued embedding of health and safety culture,
with increased visibility and attention given across
the organisation to preventable incidents
• Development of our Group emergency response and
escalation policy
• Introduction of various and extensive COVID controls
to maintain safe working environments for our staff
Looking forward
• Increased frequency of company-wide HSE events
including annual HSE day and monthly topic-led
video conferences
• Deployment of new global Accsys health and safety
brand and campaigns
• Targeting increased safety observation reporting
• Targeting increased number of Senior Leader safety
inspections/audits
• Specific focus on targeted areas for improvement
including forklift truck safety, hazards awareness and
minor incident prevention
• Introduction of behavioural-based safety training for
all senior team members
Read more, including about an incident relating to a contractor,
in the Chief Executive's report on page 28
CASE STUDY
HSE Focus:
Improving forklift
truck safety
One focus area of our new HSE strategy has
been on significantly improving forklift truck
(FLT) management and safety, with a target of
50% reduction in FLT incidents from a 2020
calendar year baseline.
Initiatives have included improved reporting
of all (including minor and non-consequential)
FLT incidents, the development of a new
recording and reporting database to
help identification of root causes, and
technological improvements to our FLTs
including new warning systems and
reversing cameras.
We have also implemented workspace
improvements such as redefining FLT routes
and improved separation of pedestrian
space, and all lift truck drivers have received
additional hazard awareness training. Early
indications show that these improvement
activities have resulted in a reduction of major
impact incidents and we are hopeful that we
will see a significant reduction in the total
number of lift truck incidents by the end of
the calendar year.
51
STRATEGIC REPORTAccsys Technologies PLC — Annual Report and Financial Statements 2021 Sustainability continued
...TO CHANGE THE WORLD
Responsible sourcing
Energy and climate change
We’ll keep sourcing timber responsibly, working with
our suppliers to ensure our needs are met and forging
new partnerships to ensure the secure supply of
sustainable materials.
We are committed to monitoring, managing and
reducing the overall negative impacts of our operations,
while maximising the beneficial impacts of our business
and products on the world. Operationally, our key focus
is on climate change mitigation and adaptation so we are
able to deliver on our purpose effectively.
100%
certified sustainable (i.e. FSC® and/or PEFC®)
wood sources
0.067 tCO2e/m3
net scope 1 (direct) and scope 2 (indirect)
emissions intensity*
FY20: 100%
FY20: 0.088 tCO2e
100% of key materials suppliers* screened using
social and environmental criteria (FY20: 100%)
93.3% of key materials suppliers met with, visited,
or audited in the past year (FY20: 100%)
100% of new supplier wood mills visited in advance
of commercial supply (FY20: 100%)
85% of wood supply mills visited within three years
(FY20: 70%)
100% of operations subject to human rights reviews
or impact assessments. (FY20: 100%)
0 reported incidents of human rights (including rights of
indigenous people) violations in our supply chain (FY20: 0)
100% of key materials suppliers confirmed compliance with
our Conduct, Anti-Slavery and Anti-Bribery and Corruption
policies (FY20: 100%)
2021 Highlights
• Successful supply chain management and
contingency planning throughout coronavirus
pandemic
• Maintained strict standards of sustainable sourcing
• Secured sourcing of local UK supply of FSC®
certified wood chips for Tricoya® production in Hull
• FSC® Recycled certification for Accsys' approved
customer offcut reclamation and recycling/
upcycling programme
Looking forward
• Continued focus on responsible and sustainable
sourcing of raw materials
• Exploration of other wood species, source
locations and options for security, quality and
sustainability of raw materials inputs
• Ongoing evaluation of acetic anhydride supply
sourcing, reuse and recycling of our acetic acid
by-product
*
Scope 1: direct emissions from company owned or controlled
sources; Scope 2: indirect emissions from the generation of
purchased energy, such as electricity; see Greenhouse Gas
Emissions information on page 55 for more information.
4,421 tco2e scope 1 emissions (FY20: 4,443)
2,277 tco2e scope 2 emissions market-based (FY20: 2,414)
2.673 tco2e offsets retired (FY20: 1,845)
51% overall renewable energy mix (FY20: 40%)
See further information on page 55 and our GRI and SASB ESG
data Content Index (www.accsysplc.com/esg-reporting)
2021 Highlights
• 24% reduction in net scope 1 and 2 emissions
intensity per cubic metre of Accoya® (including
purchase of carbon credits and RECs)
• 7.5% reduction in emissions intensity achieved
solely through efficiency improvements
• Continued development of energy and climate
change strategy and action plans, which includes
energy efficiency audit conducted for Arnhem site
• Improvements made to data management and
collection
• TCFD review commenced
Looking forward
• Improved and expanded data collection and
analysis to enable targeted improvements
• Refinement of internal progress targets and
climate-related goals
• Establishment of ‘Green Champions’ network
throughout the organisation for local and global
awareness, initiatives and support
• Refresh and review of renewable energy and
offsetting activities to align with purpose, strategy
and values
• Energy efficiency initiatives to be implemented
in Arnhem
OVERVIEW
GOVERNANCE
FINANCIAL STATEMENTS
CASE STUDY
What does carbon
sequestration
mean?
This refers to the process by which carbon
dioxide is removed from the atmosphere
and stored within the wood. Trees absorb
carbon dioxide from the atmosphere through
photosynthesis, as when trees are harvested
from sustainably managed forests and are
used in our products, they continue to store
carbon dioxide for their lifecycle.
We can calculate how much carbon is
sequestered in our products through external
and reputable standards and research, taking
into account many factors such as the species
and density of the wood, the proportion of
wood made up of carbon at specific moisture
levels, and the molecular weight of carbon
compared to CO2.
In FY21 we have updated our calculations,
using the latest standards, data and research,
resulting in a figure of 0.802 tonnes of carbon
dioxide (tCO2) sequestered per m3 of Accoya®
wood. For ease and accuracy of comparison
over time we have also recalculated and
restated last year’s total sequestration.
Sustainable and
quality products
We’ll ensure our products continue to meet high
standards of quality and sustainability by achieving
accreditations and certifications – while always
meeting our customers’ needs.
48,493 tCO2
sequestered in products sold
FY20: 46,389 tCO2*
*
We have updated the data and methodology for calculation
of this figure, see 'What does carbon sequestration mean?'
for more information. Product LCAs also contain more details.
200,000m3: 2025 production capacity target
2.6+ million m3 potential total annual achievable market
estimation (see page 12 for more information)
60,466 m3 Sales volume (FY20: 57,842 m3)
CO2 sequestered in our products sold in FY21 is
equivalent** to…
121,872,504 miles driven by an average passenger vehicle, or…
24,311 tonnes of coal burned, or…
5.9 billion smartphones charged
** Source of equivalencies: EPA calculator
(www.epa.gov/energy/greenhouse-gas-equivalencies-calculator).
2021 Highlights
• Accoya® wood Life Cycle Analysis (LCA) refresh
commenced
• Recertification process of Accoya® to Cradle to
Cradle® commenced and first Cradle to Cradle®
certification of Tricoya® wood elements in
progress
• New Accoya® Color product brought to market in
selected regions
• Good progress with Accoya® Arnhem Plant fourth
reactor (see pages 23-24)
• Continued progress with Eastman on Accoya USA
JV (see page 24)
Looking forward
• Completion of updated Accoya® wood LCA
• Completion of Cradle to Cradle® recertification of
Accoya® wood, and initial certification of Tricoya®
wood elements from Hull production
• Production facility expansion, improvement and
construction in Netherlands, UK, USA and Malaysia
• Continued renewal, identification and confirmation
of suite of technically valid quality and
sustainability accreditations
52
*
Key suppliers refers to wood and acetyls suppliers that
provide ≥1% of that material.
53
53
STRATEGIC REPORTAccsys Technologies PLC — Annual Report and Financial Statements 2021 Sustainability continued
...TO CHANGE THE WORLD
Greenhouse gas (GHG) emissions information
OVERVIEW
GOVERNANCE
FINANCIAL STATEMENTS
Ecological footprint
Society and communities
We’ll work to minimise the ecological impact from
our operations, particularly focusing on reducing water
and waste and adopting a circular economy approach to
materials use instead of ‘take-make-waste’.
We’ll create a positive environmental and social impact
through a variety of activities aligned with our purpose
of ‘Changing wood to change the world’.
100%
New approach
of our reclaimed Accoya® wood re-processed
for Tricoya® wood elements
to charitable giving and donations, aligned to our
purpose, location and activities.
216 air-dried metric tonnes reclaimed Accoya®
wood re-processed for Tricoya®
Zero waste to landfill (FY20: 0)
1,206 tonnes total waste for recycling (FY20: 1,364 tonnes)
See further information in our ESG data content index
(www.accsysplc.com/esg-reporting)
€6,400 donated to charitable and community activities
through product and monetary donations in FY21, based on
our new updated approach and valuation methodology
Strategic partnership plan with charities working in areas
aligned with our values, purpose and business
Robust processes established to ensure our contributions
can have the most impact
2021 Highlights
• Improved and expanded data gathering
and management across sites
• Reduction in waste through improved
process efficiencies
Looking forward
• One focus of the Global Technology Centre will be
on process innovation to identify and implement
further waste reduction through process and
technology efficiencies
• Formalisation and standardisation of
environmental management policies
• Assessment of and further investigation into
potential sustainable and circular initiatives and
activities including, but not limited to:
– Improved and expanded data collection and
analysis to enable targeted improvements
– ISO 14001 and ISO 50001 certification
– Closed-loop recycling of acetic acid
– Further development of Accoya®
reclamation programme
2021 Highlights
• Focus on building approach to charitable giving
and engagement
• Development of Society and Communities
strategy
• Quantitative society and communities target set
• Refreshed Charity Committee formed and policy
formalised, including strategic partnership plan
and donation level linked to business performance
and growth
Looking forward
• Continue to bolster governance and accountability
through Charity Committee and its activities
•
Full launch and implementation of Society and
Communities strategy, including charitable
support through monetary and product donations
• Identification of official charity partners
and selection through internal stakeholder
engagement programme
• Engaging employees through ‘Accsys in Action’
initiatives with social, community-related and
charitable activities, including 'Step out to help
out' walking and wellbeing challenge launched in
May 2021
Scope 1 and 2 emissions (net value) tco2e
4,025.30
FY2021
FY2020
Unit
tco2e
tco2e
tco2e
Total
4,421.01
3,805.81
2,277.29
UK
–
1.58
1.58
Global
(Excluding UK)
Total
4,421.01
4,443.36
3,804.22
3,942.39
2,275.71
2,413.87
UK
–
10.25
10.25
Global
(Excluding UK)
4,443.36
3,932.14
2,403.62
tco2e
8,226.82
1.58
8,225.24
8,385.75
10.25
8,375.50
tco2e
6,698.30
1.58
6,696.72
6,857.23
10.25
6,846.98
tco2e
tco2e
2,673.00
1,528.52
tco2e/m3*
0.1361
tco2e/m3*
0.1108
tco2e/m3*
0.0666
MWh
240.02
–
–
–
–
–
–
–
1,844.52
1,528.52
1,528.52
5,012.71
0.1476
0.1207
0.0883
–
–
–
240.02
241.28
–
–
–
–
–
–
–
1,528.52
–
–
–
241.28
MWh
8,712.12
6.8
8,705.32
9,039.86
41.83
8,998.03
MWh
8,952.14
6.8
8,945.34
9,281.14
41.83
9,239.31
Scope 1 emissions
Scope 2 emissions location-based
Scope 2 emissions market-based
Total scope 1 and 2 emissions
location-based (gross value)
Total scope 1 and 2 emissions
market-based
Renewable energy offsets
purchased
RECs
Scope 1 and scope 2 location-based
emissions intensity
Scope 1 and scope 2 market-based
emissions intensity
Net scope 1 and scope 2 emissions
intensity
Energy consumption associated
with Scope 1 emissions
Energy consumption associated
with Scope 2 emissions
Energy consumption associated
with Scope 1 and 2 emissions
* Accoya® produced.
Methodology
• We have reported on all the emission sources required
under the Companies Act 2006 (Strategic Report
and Directors' Reports) Regulations 2013 for our
manufacturing facility in Arnhem, the Netherlands.
• Due to unavailability of data, GHG emissions related
to our offices and staff travel our not included in the
figures above, except for the UK office.
• Emissions have been calculated following the GHG
Protocol – Corporate Accounting and Reporting
(revised edition) using the following databases:
IPCC 2006 Guidelines for National Greenhouse Gas
Inventories, 2007 IPCC Fourth Assessment Report,
Eco-invent v3.2 and IEA emissions from fuel combustion
2019 report. We also use the UK Government GHG
Conversion Factors for Company Reporting (2020).
• Following the ‘Environmental reporting guidelines:
including Streamlined Energy and Carbon Reporting
requirements’ (BEIS, DEFRA 2019), carbon offsets may
be accounted for separately as a ‘NET’ figure, while
the original electricity consumption figures should be
presented as a ‘GROSS’ figure.
• Scope 2 emissions are reported in both location-based
and market-based approached to take into account the
purchase of Renewable Energy Certificates (RECs), a
market-based instrument.
• We have purchased 2,673 tCO2e of carbon credits to
offset a proportion of our GHG emissions. The credits
are Voluntary Emissions reductions from the Gold
Standard and the Verified Carbon Standard (GS VERs
and VCS VCUs), which are non-Kyoto-compliant.
The credits are from ClimateCare’s Mixed Portfolio,
details of which can be found here: ClimateCare Project
Portfolios. Credits are retired in accordance with
the best practice standards for Voluntary Carbon
Offsetting as set out by PAS 2060.
• Following the same (BEIS, DEFRA 2019) guidelines,
the emissions associated with our supply chain (inputs
and outputs) are not included in the figures above, for
readers that are interested in the supply chain related
figures we refer to our publicly available environmental
impact assessment on: https://www.accoya.com/
sustainability/environmental-assessment/
Energy efficiency action
• Process efficiency: efficiency improvements in our
process to enable more wood to be acetylated in each
reactor at once – meaning more finished product for
(relatively) less energy and acetic anhydride use.
• Business travel: Lack of travel due to global
circumstances.
• Energy efficient equipment: replacement of IT
hardware and screens with more efficient models
across the business.
• Implementing maintenance measures at the
Arnhem site to improve preventative and predictive
maintenance measure which will help to prevent
unwanted losses, reduce emissions, improve
efficiencies and safety.
54
55
STRATEGIC REPORTAccsys Technologies PLC — Annual Report and Financial Statements 2021
Stakeholder Engagement
Accsys considers its stakeholders as integral to its success, and is committed to engaging and
collaborating with the key internal and external audiences throughout the value chain. Our progressive
approach to sustainability and ESG issues began with a stakeholder engagement exercise, and our
resulting material issues framework, strategy and activities are built on that foundation. Additionally, we
summarise below how our Directors fulfil their duties in relation to Section 172 of the Companies Act 2006.
Section 172
The Directors are subject to a duty to promote the success of the Company and act in a way that
he/she considers, in good faith, would be most likely to promote the success of the Company for
the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
1
4
The likely consequences
of any decision in the
long term
The impact of the
Company’s operations
on the community and
the environment
2
5
The interests of the
Company’s employees
The desirability of the
Company maintaining a
reputation for high standards
of business conduct
3
6
The need to foster the
Company’s business
relationships with suppliers,
customers and others
The need to act fairly
as between members
of the Company
The ‘S.172 Duty’
As part of their induction, our Directors are briefed
on their duties and can access professional advice
on these – either through the Company or, via
external advisers. During the course of the year, key
duties and other corporate governance matters are
reviewed at Board meetings.
In 2018 Accsys conducted a corporate governance
review in preparation for the changes to governance
requirements for AIM companies and thereafter
adopted the QCA Code. As part of this review
process the Board analysed the way in which it
engaged with stakeholders and ways in which such
engagement could be improved (please refer to
pages 64–73 of the Corporate Governance Report
for further information).
The Accsys Board takes its S.172 Duty seriously
and seeks to engage with stakeholders not simply
as a part of good corporate housekeeping, but
absolutely to ensure the success of the Company
is promoted for the benefit of members as a whole.
Here, and throughout this Annual Report, we show
how the Board meets the above requirements and
engages with key stakeholder groups as part of its
S.172 Duty in its decision making processes.
E C T S
I E R S
F
I
H I T
E
P
C
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C
R
& S
EMPLO
Y
E
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S
S
R
E
D
L
O
H
E
R
A
H
S
S
U
P
P
L
I
E
R
S
M
A
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U
F
A
C
T
U
R
E
R
S
S
R
ME
N SU
O
C
Board of
Directors
DISTRIBUT O R S
Listening, engaging and partnering with stakeholders
helps us to address our business impacts and
improve outcomes for people, health and safety,
and the environment.
Weathered Accoya® wood
cladding, Portsea, Australia
Architect: Mitsuori Architects,
Photo: Michael Kai Photography
1
2
The likely consequences of any decision
in the long term
The Directors aim to ensure that the business
and its values-led vision is not only a commercial
success, but also run in a responsible fashion as we
continue to advance technologies and solutions
for a better world. The Directors hold a strong
belief that the Company has a collective social
responsibility to use and develop its technology
to tackle climate change and pollution, and such
belief, together with health and safety, remains
a fundamental priority of the business. In order
to assess the likely consequence of a decision in
the long term, the Directors focus on Accsys' key
values and stated purpose: ‘Changing wood to
change the world’, to ensure that strategic aims
provide long-term benefits and success for the
business and its stakeholders.
For further information please see pages 64–73 of the
Corporate Governance Report
The interests of the Company’s employees
The Directors recognise that the people
throughout the business are key to its success,
with encouragingly high staff retention rates
and commitment to the future of the Company.
Accsys' focus on Research & Development (R&D),
innovation and developing long-term growth
market opportunities to exploit the Company’s first
mover advantage is dependent on its employees.
In order to effectively engage with its employees,
and in particular due to the COVID-19 restraints in
2020 and 2021, Accsys holds regular communication
updates via video-conference on a wide range of
topics: from health and safety to financial position
and strategy, and updates on project progress and
team activities. Employees are also encouraged
to ask questions and provide feedback on any
matters discussed. Such regular communication
forums combine a strong structure with an
informal environment to facilitate and promote
real engagement and open dialogue throughout all
levels and functions in the organisation.
In November 2020 the Company re-launched an
annual Employee Share Participation Plan intended
to engage, retain and motivate colleagues,
promoting the long term growth and profitability
of the Company by providing employees with an
opportunity to acquire an ownership interest in
shares as an additional benefit of employment.
In February 2020, a Group-wide employee survey
was commissioned to better understand views of
all employees on a broad spectrum of issues. The
results of the survey provided valuable information
and feedback as to employee engagement and
matters of concern within the broader work-force.
The survey results were subject to a detailed
review and thereafter actions were implemented
to address feedback in the interests of the Group’s
employees. In February 2021, the Company
undertook a further employee survey to understand
engagement levels one year on, providing personnel
an opportunity again on an anonymous basis to give
valuable feedback and to evaluate how any changes
implemented since the previous survey have
affected their views. The results of this survey are
currently being reviewed and considered carefully
by the Executive Committee.
The Directors are aware that the success of the
business depends on the attraction, motivation
and retention of our employees. The Company
intends to ensure that we remain a responsible
and well-regarded employer, considering factors
from health and safety to pay and benefits, and
the implications of decisions on employees.
For further information please see pages 64–73 of the
Corporate Governance Report and pages 48–49 of the
Sustainability section
3
The need to foster the Company’s
business relationships with suppliers,
customers and others
Delivering our strategy requires strong
relationships and alignment with suppliers,
customers, distributors, licensees and business
partners, as well as investors.
The Company has developed a strong distribution
network with its key customers, which has seen
Accoya® being sold into all continents of the world.
Important relationships with suppliers in the
wood and acetyls industries have been fostered
over more than a decade to mitigate risk and
promote success. Since 2017, Accsys has committed
significant resource to developing joint ventures
with business partners such as Medite in relation
to Tricoya®, and since December 2020, with INEOS
in relation to both Tricoya® (taking over an equity
position in the Tricoya® Consortium previously
held by BP), and in relation to acetyls supply to the
Group’s facilities in Arnhem and Hull.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Stakeholder Engagement continued
4
5
6
In August 2020, Accsys formed a joint venture
company with Eastman Chemical Company in
relation to Accoya®: creating Accoya USA, LLC.
The Group is also evaluating the potential for an
additional joint venture with Petronas Chemicals
Group in relation to Tricoya® in Malaysia. We
believe that our Accoya® and Tricoya® products will
serve a long-term role in replacing non-renewable
hardwoods and environmentally damaging
man-made products while crucially being able
to offer all of the attributes desired of a high
performance product.
Furthermore, the Company provides training
to its end-users (most frequently joineries) and
distributors in relation to Accoya®, including not just
information for use and manufacturing but also on
environmental and social benefits; frequent contact
with and, when possible, regular visits to customers
ensure regular and open dialogue.
For further information please see pages 64–73 of the
Corporate Governance Report
The impact of the Company’s operations
on the community and the environment
At Accsys, we hold a strong belief that we have a
collective social responsibility to use and develop
our technology to tackle climate change and
pollution. Together with a commitment to health
and safety, these are fundamental priorities of our
business and part of our corporate values. Our
stated purpose is ‘Changing wood to change the
world’, and with our products we give the world
the choice to build in a more sustainable and
environmentally-friendly way. The positive impact
we believe our operations and Accoya® and Tricoya®
products can have on the global community and
environment lies at the very core of our business; it
is part of the Board’s responsibility to ensure that
they remain a key focus.
In November 2020, the Company launched the
Accsys Sustainability Report which further
builds on the recognised sustainable credentials
of its Accoya® wood and Tricoya® wood chip
products, and details the work the Company has
undertaken over the last year to assess the issues
most relevant and important to the business, its
industry, markets and stakeholders.
For further information please see pages 64–73 of the Corporate
Governance Report, page 54 in the Sustainability section, and
the Accsys Sustainability Report (www.accsysplc.com/changing-
the-world)
The desirability of the Company
maintaining a reputation for high
standards of business conduct
Accsys is committed to a policy of minimising any
negative social and environmental impact that
may flow from its activities. Such expectations are
clearly communicated, for example, in the Accsys
Sustainability Report, Anti-Corruption, Bribery
and Tax Evasion Policy and Accsys’ Modern Slavery
Statement. Accsys is committed to improving its
practices to combatting and eliminating slavery
and human trafficking. The Board periodically
reviews and approves such policies and statements
(where relevant) to ensure that its high standards
are maintained both within the business and
by business partners, with training rolled out
across the Group to ensure understanding and
compliance with key principles. In January 2021,
the Group refreshed and re-launched online
training to all personnel in both the Dutch and
English languages, covering key areas of legal and
regulatory compliance, such as Anti-Corruption,
Bribery and Tax Evasion, Modern Slavery and
Market Abuse, with a view to making the training
easily accessible to all.
For further information please see pages 64–73 of the
Corporate Governance Report
The need to act fairly as between
members of the Company
The Board is regularly updated on engagement
and feedback from Accsys’ broad spectrum of
stakeholders to enable the Board to consider such
views during relevant decision making processes,
taking into account the impact of decisions on
stakeholder groups. The views of members of
the Company are regularly sought, be it at the
Company’s Annual General Meeting, investor
days, live-bi annual web-cast presentations or
other investor meetings during the course of the
year, so that decisions can be taken with fairness
to members of the Company, taking into account
other stakeholder interests.
For further information please see pages 64–73 of the
Corporate Governance Report
Accoya cladding at Great Smoky
Mountains National Park, USA
Supplier: Delta Millworks
Architect: Sanders Pace Architects
Principal decisions
We outline some of the principal decisions made
by the Board over the previous year, explain how
the Directors have engaged with the different
key stakeholder groups and how stakeholder
interests were considered over the course of
such decision-making.
1. Accoya USA, LLC
In August 2020, the Company and Eastman Chemical
Company formed a joint venture company, Accoya
USA, LLC. The joint venture intends to construct
and operate an Accoya® wood production plant to
serve the North American market.
In making the decision to proceed with the
joint venture, the Board considered certain key
stakeholder interests, including:
• Shareholders – the expansion plans of the
Group and the potential to enhance revenue,
underlying earnings and growth.
• Joint venture partners – discussions with
joint venture partners are frequent and vital to
ensuring alignment that will deliver successful
outcomes in the longer term.
• Distributors and other customers –
understanding the market demand from
distributors and key customers for our Accoya®
products has been key in evaluating whether to
proceed with and/or adjust growth plans.
• Employees and Works Council – our ambitious
growth plans will only succeed in the longer
term with the support, dedication and hard
work of our employees. Understanding
their views and addressing concerns as we
continue on our growth journey is key. Before
launching the joint venture our growth plans
were discussed across the Group, including at
internal communication forums.
• Community and environment – ultimately,
we believe that growing our manufacturing
capability will give people the choice to build
using sustainable, environmentally-friendly
products. For example, the expansion plan in
the US will allow sustainable building options to
be made in the US and offered to local markets.
Changing wood to change the world is our core
proposition, and we are supporting this through
several actions in our approach to our ESG and
sustainability material issues.
2. Appointment of new Chairman
The Board approved the appointment of Stephen
Odell as Chairman effective immediately after the
Company’s Annual General Meeting in September
2020. The Board placed great importance on
stakeholder interests during the process of
appointment and sought to ensure that the
appointment would be beneficial to the Group in its
next phase of expansion. The Nomination Committee
undertook an extensive search, engaging with or
having regard to the following stakeholder groups:
• Global recruitment advisors – a leading search
firm was retained with a clear brief as to the
extensive operational background sought in the
new Chairman. The agency initially delivered a list
of candidates for consideration by the Nomination
Committee, and advised the Committee as it
proceeded through the selection process.
• Key Employees – an agreed shortlist of
prospective candidates were then interviewed
by members of the Board, with the preferred
candidate then introduced to the Company
Secretary and the Company’s Nominated Advisor.
• Shareholders – before the Board approved the
appointment of Mr Odell, the Company’s largest
shareholder in the Netherlands and its largest
shareholder in the UK were introduced to
Mr Odell and afforded the opportunity to feed
back to the Board with any comments prior to
his appointment.
• Business partners – in reaching its decision
to appoint Mr Odell, the Board considered
carefully his background and experience, which
included 38 years of international operational
service at Ford Motor Company, including
extensive Board and Chair positions.
3. Sustainability Report
In November 2020, the Board approved the
publication of a new updated Sustainability
Report, that had been prepared internally after
considerable engagement with multiple stakeholder
groups including shareholders, customers and
suppliers. This included independent research,
interviews, surveys and focus groups with internal
and external participants, resulting in a material
issues matrix that maps importance and relevance of
ESG topic areas to Accsys and its stakeholders. This
foundation, framework and approach will be built on
over time, with updates to our progress on material
issues detailed on preceding pages in this Report.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
Board of Directors
Key to Committees
Audit Committee
Nomination Committee
Remuneration Committee
Chair of Committee
OVERVIEW
STRATEGIC REPORT
FINANCIAL STATEMENTS
Stephen Odell
Non-Executive Chairman
Robert Harris
Chief Executive Officer
William Rudge
Finance Director
Nick Meyer
Non-Executive Director
Sue Farr
Non-Executive Director
Sean Christie
Non-Executive Director
Trudy Schoolenberg
Non-Executive Director
(Senior Independent Director)
Alexander Wessels
Non-Executive Director
Stephen Odell joined
the Board initially as a
Non-Executive Director,
before becoming Chairman
immediately after the
Annual General Meeting in
2020 when Patrick Shanley
stepped down from the role.
He came to Accsys following
38 years of service at Ford
Motor Company, including
extensive Board and Chair
positions. This included
appointments as Chairman
and Chief Executive of
Ford Europe, Middle East
and Africa, during which he
led the transformation of
the European operations
and delivery of profitable
growth through new product
introduction, increased
brand building and driving
efficiencies across
the operations.
He most recently held
the position of Executive
Vice President of Global
Marketing, Sales and Service
and oversaw these areas
for all of Ford’s operations
globally, following work for
the company in the USA, Asia
and Europe. Stephen also
moved to and lived in various
locations around the world in
order to lead several of Ford’s
other historic brands, and his
strategic insight and global
experience will be valuable
to Accsys as it delivers on its
growth strategy.
Non-Executive Director:
•
Evraz plc
Member of the University
of Nottingham Council
(effective 1 August 2021)
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William, born February
1977, had been the Financial
Controller for Accsys since
joining the Company in
January 2010 before being
appointed Finance Director
on 1 October 2012.
Prior to this he qualified
as a chartered accountant
with Deloitte in 2002 and
subsequently gained a
further six years’ experience
in their audit and assurance
department, focusing on
technology companies
including small growth
companies and multinational
groups. William spent a
year working at Cadbury
PLC, including as Financial
Controller at one of their
business units, before joining
Accsys in 2010.
Nick, born December
1944, has extensive board
room experience in the
timber industry, having
previously been Chairman of
Montague L Meyer Limited,
Deputy Chairman and
Chief Executive of Meyer
International PLC.
Nick is currently Executive
Chairman of Consolidated
Timber Holdings Limited, an
innovative and substantial
group of companies which
imports, distributes and
processes sustainable timber
and timber products. Nick
is also a former president of
the Timber Trade Association
of the United Kingdom.
Rob, born 1963, was
appointed CEO of Accsys
with effect from 20
November 2019. Rob has
significant experience
across a range of industrial
sectors, including chemicals,
oil, metals, renewables and
speciality products.
Prior to joining Accsys
Rob was CEO, Europe at
Eco-Bat Technologies
Limited, a global energy
storage product recycling
business with sustainable
values. He initially spent
nearly 20 years with BP PLC
and Exxon-Mobil. Whilst
at BP, Rob was responsible
for the successful
research, development and
commercialisation of an
international market-leading
wood treatment chemicals
business. Rob subsequently
held senior roles with
manufacturing businesses
including British Vita,
Nippon Glass, and Reliance
Industries, a Fortune 500
Industrial company and
the largest private sector
corporation in India.
Sean, born October 1957,
was Group Finance Director
of Croda International PLC
from 2006 to 2015, a global
manufacturer of speciality
chemicals. Prior to joining
Croda in 2006, Sean was
Group Finance Director of
Northern Foods PLC. He also
served as a Non-Executive
Director of KCOM Group
PLC until 2007, of Eminate
Limited, a wholly owned
subsidiary of The University
of Nottingham, of Cherry
Valley Farms Limited until its
sale in 2010 and of Produce
Investments PLC.
He is a Fellow of both the
Chartered Institute of
Management Accountants
and the Association of
Corporate Treasurers. Sean
has extensive knowledge
of finance and strategy
in major businesses and
is an experienced Audit
Committee Chairman.
Trudy has nearly 30 years’
experience working for
blue-chip companies in the
chemicals, engineering and
high performance product
sectors, including over 20
years with Royal Dutch Shell
where she led business
strategy and growth plans
for Shell Chemicals, a
business unit with a multi-
billion dollar turnover. Trudy
joined the Accsys Board on
the 1st April 2018.
As well as strategy and
growth experience, Dr
Schoolenberg has strong
operational knowledge,
gained both during her
time at Shell and thereafter
at Akzo Nobel, where
following supply chain and
research and development
roles on Akzo’s $4 billion
decorative paints Board,
she subsequently had
responsibility for delivering
a new manufacturing plant
in Newcastle.
Alexander brings over
30 years of chemical,
pharmaceutical and process
industry knowledge and
experience to Accsys. He
is currently Vice-Chairman
of colour and speciality
chemicals company
Archroma, having led
the business through a
significant period of growth
and success as CEO for
over six years since it was
established in 2013 until
January 2020.
With an MSc in Molecular
Sciences, and an MBA,
Alexander has a strong
track record of improving
business performance and
transformational growth
in his previous roles in the
Netherlands, the USA,
Switzerland and other
international and global
roles. He has held executive
and management positions
with DSM, Campina,
and Unilever.
Sue, born 1956 is a highly
experienced marketing and
communications professional
who joined the Accsys Board
in November 2014.
Sue became part of the
executive management team
at Chime Communications
PLC in 2003, and in 2017 was
appointed as Special Advisor,
stepping down from that role
in 2020. Prior to that she was
Europe MD of leading PR firm
Golin Harris, the BBC’s first
ever Director of Marketing
and Communications, and
Director of Corporate
Affairs for Thames Television.
She was a Non-Executive
Director of Motivcom PLC
from 2008–2014, a Trustee
of the Historic Royal
Palaces from 2007–2013 and
previously a Non-Executive
Director of Dairy Crest
Group PLC and Millennium
& Copthorne Hotels PLC.
She has been Chairman
of both the Marketing
Group of Great Britain and
The Marketing Society.
A previous Advertising
Woman of the Year, she
was awarded an Honorary
Doctorate by the University
of Bedfordshire in 2010.
• Director of Cat’s
Pyjamas II Limited
None
Executive Chairman:
• Consolidated Timber
•
Holdings Group Limited
Executive Chairman of
Hardwood Ltd
Non-Executive Director:
Non-Executive Director:
Non-Executive Director:
Non-Executive Director:
• British American
Tobacco PLC
• Unlimited Marketing
Group Limited
• Helical PLC
• Applied Graphene
Materials PLC
• Turner & Townsend Ltd
• Optibiotix Health PLC
• The Netherlands
Petroleum Stockpiling
Agency (COVA)
• Spirax-Sarco Engineering
PLC (Senior Independent
Director)
• Avantium N.V.
• Archroma (Vice Chairman)
• Agrifirm
• Topigs Norsvin
CEO of Caldic B.V
61
GOVERNANCEAccsys Technologies PLC — Annual Report and Financial Statements 2021
Senior Leadership Team
The Senior Management Team includes the two
Executive Directors and the following individuals:
Group activities are driven and managed by a Senior Management Team of which we are particularly
proud. Experts in their fields, the Senior Management Team boasts a broad range of sector knowledge
and specialism. Committed to ensure we deliver on our plans for growth and commercial success; it’s their
hard work and advice that has supported Accsys Technologies PLC’s growth.
OVERVIEW
STRATEGIC REPORT
FINANCIAL STATEMENTS
Bob Mannion
Chief Operating
Officer
Hans Pauli
Director of
Corporate
Development
Angus Dodwell
Legal Counsel and
Company Secretary
Eddie Pratt
Director of Business
Development
Hal Stebbins
Director, Quality,
Supply Chain &
Customer Service
John Alexander
Group Sales
Director
Francis Lenders
Site Managing
Director, Arnhem
Natalia Bikkenina
Chief People
Officer
George Neel
Director of
Marketing and
Communications
Bob Mannion joined
Accsys in December
2019. He is a qualified
Chemical Engineer and
holds an MBA from
Arizona State University.
His experience includes
a broad scope of roles
across Johnson Matthey
Plc over 27 years,
beginning as a process
engineer, building sites
globally, taking on global
operational leadership,
and eventually leading
full P&Ls through
general management.
His experience has been
built across the world,
having lived and worked
in six different countries
including the UK.
Angus is responsible for
all legal matters with
the Accsys Group and
is Company Secretary.
Angus qualified as a
corporate solicitor with
international law firm
Ashurst Morris Crisp
(now known as Ashurst
LLP) in September 2002.
After gaining further
experience in private
practice, he has since
spent 15 years working
in-house for growth
companies, advising
on a broad range of
corporate, commercial
and other business
matters. Angus joined
the Group in September
2008 and is based
in London.
Hans has held senior
financial positions
across the banking
and bio-tech sectors
and has significant
experience in investment,
manufacturing, licensing
and distribution. Hans
holds a BA in Business
Administration and has
completed an MA in Fiscal
Economics from the
University of Amsterdam.
His commercial career
began in the banking
sector where he worked
for various institutions
including Barclays,
where he gained
investment and M&A
experience. He then
worked for a number
of bio-tech companies
as Chief Financial
Officer, including
Euronext-listed
Pharming Group N.V.
Hans is a Non-Executive
Director of BioTech VC,
MedSciences.
Eddie led the initial
establishment of the
wood acetylation
business in 2003,
subsequent flotation
as Accsys Technologies
PLC, and development of
both the Accoya® brand
and the production
facility in Arnhem. His
in-depth knowledge
of the business helps
develop new markets
and partnerships
for Accsys and its
branded products,
including licensing
and establishment
of joint ventures.
Eddie’s earlier career
was in investment
banking, receiving
his training with JP
Morgan and working
at its affiliate Saudi
International Bank
where he specialised
in corporate and
project finance.
Hal has spent most of
his career leading global
marketing, sales and
services operations for
a variety of businesses,
including IBM’s forest
products solutions
team. His formal
education culminated
in graduating summa
cum laude with an
MBA in International
Management from
the Anderson School
at the University of
New Mexico.
When he joined Accsys
in 2007, Hal was
initially responsible
for the Group’s first
worldwide marketing
strategy. Since then,
Hal has led the growth
of our international
distributorship and
licensing management.
Currently he leads
teams responsible for
wood and chemical
supply critical to
production, customer
service and quality
assurance.
John is responsible for
all aspects of product
sales for Accsys,
managing a team across
the globe. With a
degree in Forestry and
Forest Products from
the University of Wales
and an MSc in Timber
Engineering from the
University of Maine,
USA, John’s career
in the wood product
industry started as
technical manager at
Jeld-Wen, the world’s
largest manufacturer
of windows and doors,
and he subsequently
moved to BSW Timber,
the largest forestry
and sawmilling group in
the UK.
Initially joining Accsys
as Head of Product
Development in 2010,
John became Director
of Sales and Product
Development in 2015
and in 2020 tightened
the focus of his role
on sales activities
and strategy.
Francis joined Accsys as
Site Managing Director
for Arnhem in October
2020, responsible for
day to day business
and manufacturing
operations for
our facility in the
Netherlands. With
a Magna cum Laude
degree in Commercial
Engineering from The
University of Antwerp,
his business experience
has included senior
executive roles in supply
chain and general
management with The
Quaker Oats Company,
ISP – Ashland, Baxter
International, and
Elementis plc.
He has built a wealth of
operational, leadership
and transformational
experience with
businesses across many
industries including
life sciences, medical
devices, chemicals and
manufacturing, and prior
to joining Accsys was
Operations Director for
Van Hoorebeke Timber.
Natalia is responsible for
all aspects of global HR,
including responsibility
for developing a
comprehensive global
HR strategy which
supports business
growth and expansion,
attracts and retains top
talent and drives high
performance.
George joined Accsys
in August 2019
with responsibility
for marketing and
communications across
the Group. He and his
team also lead ESG and
sustainability strategy
development, promotion
and implementation
across the organisation.
Natalia joined Accsys in
September 2017 having
worked in a number of
international industrial
and technology
businesses. In her role,
Natalia will also use her
experience of working
for start-ups and high
growth companies to
facilitate the Group
expansion plan. Natalia
has both an MBA and a
degree in Languages.
George began his
career at L’Oréal on the
Graduate Management
Scheme before
progressing through a
succession of UK sales
roles. He subsequently
worked at Diageo in
commercial planning
before transitioning
into marketing. George
gained experience
working in a series of
European and Global
marketing roles most
latterly heading up
the European Shopper
Marketing Team.
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63
GOVERNANCEAccsys Technologies PLC — Annual Report and Financial Statements 2021
Chairman's Introduction to Governance
Dear fellow shareholder,
On the following pages we outline Accsys’ corporate
governance frameworks and compliance.
Composition of the Board
Diversity of the Board
Non-Executive Chairman
Non-Executive Directors
Executive Directors
1
5
2
Female
Male
25%
75%
Non-Executive Director tenure
(including Chairman)
0–3 years
3–6 years
6–9 years
9+ years
2
1
2
1
“ The Board believes that
good governance plays a
key part in Accsys' ability to
achieve its strategic aims.”
I was appointed as Non-Executive Chairman
Designate in June 2020, having retired from 38
years of service at Ford Motor Company, including
extensive Board and Chair positions; more
information on my background can be found
at page 60.
Following an orderly handover from Patrick, I
am honoured to have been appointed Chairman
of Accsys in September 2020. I look forward to
continuing to serve the Company at this exciting
time in its growth journey.
In addition, and again immediately following the
Company’s AGM in September 2020, the Company
appointed Alexander Wessels as a Non-Executive
Director of the Company. Alexander joined the
Board and became a member of the Nomination,
Remuneration and Audit Committees.
In the following section we outline the Company’s
approach to corporate governance and the QCA
Code. For further detail on each section please
refer to the Statement of Compliance of the QCA
Code which can be found at www.accsysplc.com.
Stephen Odell
Non-Executive Chairman
21 June 2021
As I have outlined in my introduction to the Annual
Report since joining the Company I have been
impressed with the good governance processes
in place relative to Accsys’ global corporate size,
and in the Company’s commitment to fostering
a fair and inclusive culture, with engaged and
motivated people.
Here I wish to provide some further detail on key
aspects of our governance performance.
Quoted Companies Alliance (QCA)
Corporate Governance Code
Accsys has adopted the QCA Code and follows and
reports against it on a comply-or-explain basis.
The purpose, the values, the strategy, and the
people at Accsys are all geared towards making
a positive and lasting impact in the world.
As a company with strong values and purpose, this
also shapes our relationships with our stakeholders
from our employees, to our distributors, licensees
and others. We want to ensure that our business
is not only a commercial success, but also run in
a responsible fashion as we continue to advance
technologies for a better and more sustainable
world.
The Board believes that good governance plays a
key part in Accsys’ ability to achieve its strategic
aims, the successful long-term development of
the Group, and the creation of value for all of
our stakeholders.
As such, corporate governance and social
responsibility lies at the very core of our business
and remains a key focus for the Board.
Key Governance Changes during the Year
During the financial year ending on 31 March
2021 there were three key changes to our
Board composition.
Having served on the Board for nine years, in line
with best corporate governance practice, Patrick
Shanley stepped down as your Chairman following
the Company’s AGM in September 2020. Accsys
will remain forever grateful for Patrick’s dedication
and significant contribution to our success so far
and the Board would like to put on record their
heartfelt thanks to Patrick.
See our Compliance with the QCA
Corporate Governance Code from page 69
6464
65
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Corporate Governance
The Board of Directors
During the year the Board comprised a
Non-Executive Chairman, one Senior
Independent Non-Executive Director, four
further Non-Executive Directors (noting that
the appointment of Alexander Wessels was
effective immediately after the AGM in 2020)
and two Executive Directors.
The Board meets regularly and is responsible
for strategy, performance, approval of major
capital projects and the framework of internal
controls. To enable the Board to discharge its
duties, all Directors receive appropriate and timely
information. Briefing papers are distributed to
all Directors in advance of Board meetings. All
Directors have access to the advice and services
of the Company Secretary. The appointment and
removal of the Company Secretary is a matter for
the Board as a whole. In addition, procedures are in
place to enable the Directors to obtain independent
professional advice in the furtherance of their
duties, if necessary, at the Company’s expense.
During the year, all serving Directors attended (in
the main by video conference due to COVID-19
restrictions) the scheduled Board meetings that
were held. In addition to the scheduled meetings,
a number of ad hoc meetings were convened and
there is frequent contact between all the Directors
in connection with the Company’s business
including Audit, Nomination and Remuneration
Committee meetings which are held as required,
but as a minimum twice per annum.
Directors are subject to re-election by the
shareholders at Annual General Meetings. The
Articles of Association provide that Directors will
be subject to re-election at the first opportunity
after their appointment and the Board submit to
re-election at intervals of three years.
Day to day operating decisions are made by the
Executive Committee of which the Chief Executive
Officer and Finance Director are members.
Audit Committee composition, role and
report for the year
The Audit Committee has primary responsibility
for monitoring the quality of internal controls and
ensuring that the financial performance of the
Company is properly measured and reported on.
The responsibilities of the Audit Committee include
approving certain related party transactions,
and identifying irregularities in the management
of the Company’s business, inter alia, through
consultation with the Company’s external auditors,
and remedial measures to the Board of Directors.
The Audit Committee considers the independence
and objectivity of the external auditors on an annual
basis, with particular regard to non-audit services.
The Audit Committee meets at least twice a year
and has unrestricted access to the Company’s
auditors. Currently, the members of the Audit
Committee are Sean Christie (Chairman),
Stephen Odell, Trudy Schoolenberg, Sue Farr
and Alexander Wessels.
Key matters addressed by the Committee during
the year
• Financial reporting
— review of the integrity of key financial
announcements (including the interim results)
— review of the Annual Report and Financial
Statements to confirm the report as a whole
was fair, balanced and understandable
— reviewed and discussed PwC’s reports to
the Committee
— reviewed the going concern basis of
accounting and the longer-term forecasts
— reviewed new accounting pronouncements
and any potential impact for the Group’s
financial reporting
• External audit matters
— reviewed the independence, objectivity and
effectiveness of PwC
— reviewed PwC’s external audit plan taking
account of the scope, materiality and audit
risks and agreeing the audit fees
— monitored the value of non-audit services
provided by PwC, ensuring the services
do not affect the auditors’ objectivity
and independence
• Risk management
— undertook a detailed review of the Group’s
risk register and the related mitigations,
ensuring that risks are appropriately
identified, evaluated and mitigated, as
appropriate. See Risk section from page 37
• Corporate governance
— reviewed changes in the field of corporate
governance
Nomination Committee
The Nomination Committee regularly reviews the
structure, size and composition (including the
skills, knowledge, experience and diversity) of the
Board and its Committees, taking account of the
Company's strategic priorities, and consults and
advises on the same in relation to the Executive
Committee, and makes recommendations with
regard to any changes to the Board and consults
and advises regarding material changes to the
Executive Committee. The Committee also
oversees the development of a diverse pipeline
for succession, having regard to diversity
of gender, social and ethnic backgrounds,
cognitive and personal strengths. In exercising
its role, the Directors shall have regard to the
recommendations put forward in the QCA
Corporate Governance Code. Currently,
Stephen Odell chairs the Nomination Committee
and the other members are Sue Farr, Sean Christie,
Trudy Schoolenberg and Alexander Wessels.
Remuneration Committee
The role of the Committee is to assist the Board to
fulfil its responsibility to shareholders to ensure
that the remuneration policy and practices of the
Company are designed to support strategy and
promote long-term sustainable success, reward
fairly and responsibly, with a clear link to corporate
and individual performance, having regard to
statutory and regulatory requirements. The role
of the Committee is to also ensure that executive
remuneration is aligned to Company purpose and
values and linked to delivery of the Company's long-
term strategy. The Remuneration Committee has
primary responsibility for the determination of the
framework or broad policy for the remuneration
of the Chair, Executive Directors, Company
Secretary and Executive Committee members
including pension rights and compensation
payments. It will also review the performance of
the Executive Directors and determine matters
relating to their remuneration. Engagement of
the Company with its Directors regarding the
terms of their remuneration, require approval of
the Remuneration Committee. The Remuneration
Committee approves the granting of share options
and other equity incentives to the Executive
Directors pursuant to any share option scheme
or equity incentive scheme in operation from time
to time, as well as the overall amount of any share
awards to the Executive Committee. Currently, Sue
Farr chairs the Remuneration Committee and the
other members are Stephen Odell, Sean Christie,
Trudy Schoolenberg and Alexander Wessels.
Internal financial control
The Board is responsible for establishing and
maintaining the Company’s system of internal
financial control and places importance on
maintaining a strong control environment. The key
procedures which the Directors have established
with a view to providing effective internal financial
control are as follows:
• the Company’s organisational structure has
clear lines of responsibility;
• the Company prepares a comprehensive annual
budget that is approved by the Board. Monthly
results are reported against the budget
and variances are closely monitored by
the Directors;
• the Board is responsible for identifying the
major business risks faced by the Company and
for determining the appropriate courses of
action to manage those risks.
The Directors recognise, however, that such a
system of internal financial control can only provide
reasonable, not absolute, assurance against
material misstatement or loss.
Relations with shareholders
Communications with shareholders are given
high priority.
There is regular dialogue with shareholders
including presentations after the Company’s
preliminary announcement of the year-end
results and six monthly results. Subject to any
restrictions on gatherings arising out of the
COVID-19 pandemic, the Board uses the Annual
General Meeting to communicate with investors
and welcomes their participation. Again, subject
to any restrictions due to the recent pandemic,
the Chairman aims to ensure that the Directors
are available at Annual General Meetings to
answer questions.
66
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Corporate Governance continued
The QCA Corporate Governance Code
Board and Committee Meeting Attendance Schedule year ended 31 March 2021
Board Meetings
Set out below are the ten principles of the Code and a summary explanation of how the Company
currently complies with each key principle.
16
June
2020
22
June
2020
26
June
2020
18
Sept
2020
29
Sept
2020
20
Oct
2020
26
Nov
2020
27
Nov
2020
21
Jan
2021
18
March
2021
1. Establish a strategy and business model which promote long-term value for shareholders
Compliant Explanation
Further Reading
Director name
Patrick Shanley
23
April
2020
Yes
3
June
2020
Yes
Yes
Yes
*Stephen Odell
–
Attended
Attended
Robert Harris
Sean Christie
Sue Farr
Nick Meyer
William Rudge
Trudy Schoolenberg
Alexander Wessels
Yes
Yes
Yes
Yes
Yes
Yes
–
Yes
Yes
Yes
Yes
Yes
Yes
–
Yes
Yes
Yes
Yes
Yes
Yes
–
–
Yes
Yes
No
No
Yes
No
–
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
–
–
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
–
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
–
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
–
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
–
Yes
Yes
Yes
No
No
Yes
No
Yes
–
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
–
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
*
Prior to his appointment as a Director of the Company on 23 June 2020 Stephen Odell attended 2 Board meetings as an
invited guest, namely the two Board meetings held on 3 June 2020 and on 16 June 2020.
Directors’ attendance record
The attendance record of individual Directors at meetings of the Board and its committees in the year to
31 March 2021 was as follows. Whilst the Executive Directors are not members of the standing committees
they attend such meetings by invitation.
Director
Stephen Odell**
Michael ‘Sean’ Christie
Robert Harris
Sue Farr
Patrick Shanley
Montague John ‘Nick’ Meyer***
William Rudge
Dr Geertrui ‘Trudy’ Schoolenberg
Alexander Wessels
Board
meetings*
Audit
Committee
Remuneration
Committee
Nomination
Committee
Attended
Serving Attended
Serving Attended
Serving Attended
Serving
10
12
12
10
5
10
12
10
7
8
12
12
12
5
12
12
12
7
3
3
3
3
1
3
3
3
2
2
3
0
3
1
1
0
3
2
6
9
9
9
4
9
6
9
5
6
9
0
9
4
3
0
9
5
3
5
5
5
3
5
2
5
2
3
5
0
5
3
2
0
5
2
* Although the total number of Board meetings is 12, 2 of the meetings were convened as Board Committee meetings.
** Prior to his appointment as a Director of the Company on 23 June 2020 Stephen Odell attended 2 Board meetings and one
Audit Committee meeting as an invited guest.
*** Nick Meyer was determined to be a non-independent Director on 16 June 2020 and stepped down from membership of all
Board Committees on that date. He was subsequently invited to join Committee meetings as a guest.
Notes
Whilst all Directors are not members of the Board Committees they attend by invitation.
Figures in the left hand column denote the number of meetings attended and figures in the right hand column denote the
number of meetings held whilst the individual held office.
The Company’s strategy is to i) develop market opportunities to drive revenue growth
by increasing the Accoya® and Tricoya® volume sold and number of distributors by
developing market opportunities into core business; ii) grow manufacturing position
See pages 16–19 for
information on our
business model and
in Europe, USA and Malaysia and establish new platforms in key markets in support of,
strategy
and to enable, demand growth; iii) develop technology and IP programmes based on
evidence and commercial viability and to manage risk; and iv) develop its people and
organisational capability to enable Accsys to meet its growth objectives;
See www.accsysplc.
com (‘Investors’ page)
for the Company’s
Further information on our business model and strategy can be found at pages 16–19
Corporate Governance
and our Strategic Report commences on page 10.
Our Statement of Compliance explains in further detail the Company’s key strengths
which in turn promote long-term value for shareholders.
QCA Compliance
Statement.
See pages 10–59 for
our Strategic Report
2. Seek to understand and meet shareholder needs and expectations
Compliant Explanation
Further Reading
Communications with shareholders are given high priority to ensure that its strategy,
See www.accsysplc.
business model and performance are clearly understood. There is regular dialogue
com (‘Investors’ page)
with shareholders including webcast presentations after the Company’s preliminary
for the Company’s
announcement of the year-end results and six monthly results, regular Regulatory
Corporate Governance
QCA Compliance
Statement.
News Service announcements and trading updates.
In advance of finalising its updated Remuneration Policy to be put to shareholders at
the 2021 AGM, the Company has recently consulted with key shareholders to gauge
views as to material changes proposed to the Remuneration Policy. Similarly, ahead of
launching the recent equity raise announced by the Company on 5 May 2021, ‘market
soundings’ were taken from key shareholders (in accordance with the Market Abuse
Regulation) to ensure underlying support for the Company’s proposals.
Whilst not possible at present given the COVID-19 pandemic, in the ordinary course,
Accsys also organises bi-annual investor roadshows in the UK and Netherlands
offering significant shareholders an opportunity to discuss the business, management
and strategy of the Company with the Executive Directors. It also remains informed of
shareholders’ views via regular dialogue with its corporate brokers.
Again, outside of the current pandemic, in the ordinary course the Board uses
the Annual General Meeting to communicate with investors and welcomes their
participation. The Chairs of the Board and all Board Committees, together with all
other Directors, in the ordinary course, routinely attend the AGM and are available to
answer questions from investors.
68
69
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 The QCA Corporate Governance Code continued
3. Take into account wider stakeholder and social responsibilities and their implications for
5. Maintain the Board as a well-functioning, balanced team led by the Chair
Further Reading
See page 56 for
further information on
stakeholder and social
responsibilities
See www.accsysplc.
com (‘Investors’ page)
for the Company’s
Corporate Governance
QCA Compliance
Statement, CSR Policy
and Modern Slavery
Statement.
long-term success
Compliant Explanation
The Company’s business model identifies that investment in key resources on which
the business relies – Accsys’ intellectual property, expertise, innovation, research
and development, branding, employees and relationships with numerous third parties
including business partners, equipment manufacturers, wood suppliers, distributors
and customers – underpins all that Accsys does. Investment from the Company’s other
key stakeholders, its shareholders and finance providers, makes this possible.
The Board is regularly updated on engagement and feedback from Accsys’
stakeholders to enable the Board to consider such views during relevant decision
making processes. Each year, the Board invite all personnel to attend ‘Meet the
Board Lunches’ at its London, Arnhem and Hull offices, providing an informal forum
to facilitate and encourage engagement and open dialogue between the Board and
the Company’s workforce. Following good attendance and positive feedback thus
far, the intention is to repeat these informal lunches on an annual basis as and when
COVID-19 social distancing guidelines allow. In addition, in 2020 the Group rolled
out an employee wide survey to capture the views and opinions of its employees and
the results were subject to a detailed review and thereafter actions implemented
to address feedback in the interests of the Group’s employees. The employee wide
survey has been repeated in February 2021 and the results of this survey are currently
being reviewed and compared to the results of the survey undertaken in 2020.
Accsys is also aware of the impact its business and operations have on the wider
community and places great importance on community and social responsibility.
In November 2020, the Company launched the Accsys Sustainability Report which
further builds on the recognised sustainable credentials of its Accoya® wood and
Tricoya® wood chip products, and details the work the Company has undertaken over
the last year to assess the issues most relevant and important to the business, its
industry, markets and stakeholders.
The Company is committed to continuing research and development concerning its
products and processes.
4. Embed effective risk management, considering both opportunities and threats, throughout
the organisation
Compliant Explanation
The Board meets regularly and is responsible for strategy, performance, approval of
major capital projects and the framework of internal controls. To enable the Board to
discharge its duties, all Directors receive appropriate and timely information. Briefing
papers are distributed to all Directors in advance of Board meetings.
The Board is responsible for establishing and maintaining the Company’s system of
internal risk management, including in relation to its priority surrounding health,
safety and the environment, and places importance on maintaining a strong financial
control environment. The key internal procedures which the Directors have
established with a view to providing effective internal controls include clear lines
of responsibility within the organisation structure, a comprehensive annual budget
that is approved by the Board and the identification of major business risks to enable
appropriate action. Furthermore, monthly results are reported against the budget
and variances are closely monitored by the Directors.
The Audit Committee is responsible for monitoring compliance with accounting and
legal requirements and for reviewing the annual and interim financial statements prior
to their submission for approval by the Board.
The Risk Committee regularly meet and update a risk register which outlines the
nature of the risk and any mitigating factors required to protect against such
risks. The Risk Committee reports on the risk register to the Audit Committee and
thereafter the Audit Committee reports on the same to the Board.
The process to mitigate risks within the business can be found on page 37.
Further Reading
See page 37 for further
information on risk and
risk management
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement,
CSR Policy, Modern
Slavery Statement and
Terms of Reference
Audit Committee.
See the Audit
Committee Report at
page 66.
See pages 10–59 for
our Strategic Report
Compliant Explanation
Further Reading
The Board comprises of the Non-Executive Chairman, five other Non-Executive
See pages 60 & 66 for
Directors, one of whom acts as Senior Independent Director, and two Executive
further information on
Directors. All Non-Executive Directors (including the Chairman) continue to be
the composition and
considered to be independent (other than Nick Meyer by reason of him having
role of the Board
served on the Board for more than nine years) and are able to scrutinise matters
and challenge the Executive Directors on an unencumbered basis.
See page 68 for
further information on
The Board has constituted three standing Committees, the Audit Committee, the
attendance at Board
Nomination Committee and the Remuneration Committee, with ad hoc committees
meetings
constituted as required. Further information on the Board’s Committees is provided
for on page 66 and 67.
See www.accsysplc.
com (‘Investors’
In addition to regular scheduled Board meetings, there is frequent contact between all
page) for the
the Directors in connection with the Company’s business including Audit, Nomination
Company’s Corporate
and Remuneration Committee meetings which are held as required, but as a minimum
Governance
twice per annum.
Non-Executive Directors’ terms of appointment provide that they will spend as much
time as necessary and/or reasonably requested by the Board for the fulfilment of their
duties. This is anticipated to be in the order of 20 (or more) days per annum, although
this is not definitive. All Executive Directors are engaged on a full time basis.
Further information on the composition and roles of the Board can be found at
pages 60 to 68, including attendance at, and number of, Board meetings and
Committee meetings.
QCA Compliance
Statement, CSR
Policy, Modern Slavery
Statement, Terms
of Reference Audit
Committee, Terms of
Reference Nomination
Committee and
Terms of Reference
Remuneration
Committee.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills
and capabilities
Compliant Explanation
Further Reading
The Board is satisfied that it has the appropriate skills and balance of sector, financial
See page 60 for the
and public markets skills and experience as well as an appropriate balance of personal
biographies of Board
qualities and capabilities and where appropriate each Director keeps his/her skills
members
See www.accsysplc.
com (‘Investors’
page) for the
Company’s Corporate
Governance
QCA Compliance
Statement.
up-to-date, for example by the completion of the Group’s online training programme,
attendance at seminars, briefings and through literature.
Biographies of Board members can be found on page 60.
Expert advisors support the Group’s businesses and contribute relevant industry
and commercial experience. These advisors are drawn from industry, finance, legal
and other advisory groups. For example, Deloitte LLP (Deloitte) was appointed by the
Nomination and Remuneration Committee as independent adviser to the Committee
with effect from 9 January 2018 (before the Committee was disaggregated into
two separate Committees in 2019) and assisted the Board in the drafting of the new
Remuneration Policy included from page 77 that is to be tabled to shareholders for
approval at the 2021 AGM. Further information on the engagement and role of external
advisors can be found in our Statement of Compliance of the QCA Code.
All Directors have access to the advice and services of the Company Secretary and
in-house Legal Counsel. In addition, procedures are in place to enable the Directors to
obtain other independent professional advice (legal or otherwise) in the furtherance
of their duties, if necessary, at the Company’s expense.
The appointment of Stephen Odell as Chairman and Alexander Wessels as
Non-Executive Director further strengthens the Board’s international operational
expertise.
70
71
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 The QCA Corporate Governance Code continued
7. Evaluate Board performance based on clear and relevant objectives, seeking
9. Maintain governance structures and processes that are fit for purpose and support good
continuous improvement
Compliant Explanation
Further Reading
Compliant Explanation
Further Reading
decision making by the Board
The Board undertakes an annual review process whereby each Director completes a
See www.accsysplc.
‘Board and Director Review and Evaluation Paper’, ensuring that the Board regularly
com (‘Investors’ page)
undertakes a formal and rigorous evaluation of its own performance and that of its
for the Company’s
Corporate Governance
QCA Compliance
Statement.
Committees and individual Directors.
In addition, the performance of the Board, each Director and corporate governance
generally was evaluated in 2017, by an independent corporate governance consultant.
A subsequent review by an independent consultant was commissioned in the year
ending 31 March 2021 to evaluate Board effectiveness, amongst other things.
The results of a Board evaluation are shared with the Board as a whole while the
results of any individual assessments remain confidential between the Chairman and
the Director concerned. The results of the most recent external Board evaluation
were discussed with the Board at a meeting in May 2021 and any areas for development
were reviewed ahead of development of an action plan for implementation.
The results of the evaluation (both internal and external) otherwise determined that
each Director continues to be effective and continues to demonstrate commitment to
their respective roles.
8. Promote a corporate culture which is based on ethical values and behaviours
Compliant Explanation
Further Reading
Since Accsys is an eco-friendly company that combines chemistry, technology and
See www.accsysplc.
ingenuity to create high performance, sustainable wood building products, a focus
com (‘Investors’ page)
on corporate governance and social responsibility lies at the very core of its business.
for the Company’s
This is further demonstrated in our Environmental, Social and Governance statements
Corporate Governance
(available at www.accsysplc.com ‘Investors’ page) and Sustainability Report on
QCA Compliance
Statement, CSR Policy
and Sustainability
Report.
page 46.
Accsys aims to reduce the use of environmentally-unfriendly building materials
and products by the utilisation of its propriety technology and the introduction
and uptake of its products around the world. The planet continues to consume
endangered materials like tropical hardwood and non-renewable, high emitting
building materials such as plastics, concrete and metals at an alarming rate. Accsys’
acetylated wood products offer alternative, sustainable new materials that resolve
many of the environmental limitations that commonly used building materials have,
whilst not compromising on performance. At present, Accoya® is the only building
product perfectly fitting in the bio-cycle of the circular economy while having the
same performance as typical techno-cycle building products such as plastics and
metals which cannot be renewed.
The strategy and business model of the Company in relation to ethical values is readily
promoted throughout and evident from the Company’s accreditations, a list of which
can be found in the Statement of Compliance of the QCA Code.
Accsys’ approach to ethical values within the Group is further set out in the Company’s
2020 Sustainability Report on page 46 of this report.
The Board meets regularly and is responsible for strategy, performance, approval of
See www.accsysplc.
major capital projects and the framework of internal controls. To enable the Board to
com (‘Investors’ page)
discharge its duties, all Directors receive appropriate and timely information. Briefing
for the Company’s
papers are distributed to all Directors in advance of Board meetings.
Corporate Governance
QCA Compliance
Statement, CSR
Policy, Modern Slavery
Statement, Terms
of Reference Audit
Committee, Terms of
Reference Nomination
Committee and
Terms of Reference
Remuneration
Committee.
See Section 172
Statement at page 56
During the year, the Board meetings are usually held in London with site visits
scheduled to take place annually in Hull and Arnhem to ensure the Board has a deep
understanding of the Group’s operations. Since late March 2020 and the outbreak
of the COVID-19 pandemic, the majority of meetings have been held effectively via
video-conference. In addition to the scheduled meetings there is frequent discussion
between all the Directors in connection with the Company’s business including Audit,
Nomination and Remuneration Committee meetings which are held as required, but as
a minimum twice per annum. In November 2019, the Board updated further the terms
of reference for the Nomination Committee and Remuneration Committee, to broadly
reflect best governance practice as appropriate to Accsys. Copies of the terms of
reference for both Committees are available on the Corporate Governance page of
our website, www.accsysplc.com.
Day to day operating decisions are made by an Executive Committee of which the
Chief Executive Officer and Finance Director are members.
The Board is responsible for the long-term success of the Company. There is a formal
schedule of matters which are reserved for the Board, including matters relating to
strategy and management, structure and capital, financial reporting and controls,
internal controls, contracts, communications, board memberships, remuneration,
delegation of authority, corporate governance and Group policies. This schedule
of ‘matters reserved’ is reviewed periodically, and was updated in March 2020 to
reflect the Group’s evolution as a business and to update it in line with best corporate
governance practice, as applicable for Accsys.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
Compliant Explanation
Further Reading
The Company regularly communicates with shareholders including presentations after
See www.accsysplc.
the Company’s preliminary announcement of the year-end results and six monthly
com (‘Investors’ page)
results and bi-annual webcasts. The Board uses the Annual General Meeting to
for the Company’s
communicate with investors and welcomes their participation.
Furthermore, the Company issues regular news to its stakeholders via RNS, all of which
are displayed on the Company website (News). Other constitutional and governance
Corporate Governance
QCA Compliance
Statement and News.
information, including relating to shareholder meetings and the outcome of shareholder
See the Audit
votes, can also be found on the Company Website (Corporate Governance).
Committee Report at
As noted above, the Board has constituted three standing Committees, the Audit
page 66.
Committee, Nomination Committee and Remuneration Committee, with ad hoc
See the Remuneration
Committees constituted as required.
Report at page 74.
The Audit Committee Report can be found at page 66 and Remuneration Report can be
found at page 74, each of which reviews the work of the respective committee during
the year.
The Nomination Committee has been engaged with the appointment of Stephen Odell
as Chairman and the appointment of Alexander Wessels as Non-Executive Director.
The Nomination Committee has also been engaged in the recent Board and Director
external evaluation carried out in 2021.
72
73
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Remuneration Report
“ During the year we undertook
a comprehensive review of our
remuneration policy.”
Sue Farr
Non-Executive Director
On behalf of the Board, I am pleased to present
our Remuneration Report for the year ended
31 March 2021.
We obtained shareholder approval for our
Remuneration Policy at the 2018 AGM. Therefore,
in line with the three-year renewal cycle set out in
the UK remuneration reporting regulations, we will
be seeking approval for a new Remuneration Policy
at the 2021 AGM.
During the year we undertook a comprehensive
review of all aspects of the current Policy, to
ensure it continues to be aligned with our business
strategy, reflects best practice and supports
the attraction and retention of talent as Accsys
continues to grow in size and complexity. This
review included engagement with our major
investors and we would like to thank them for their
feedback which has been helpful in formulating our
proposals. We are proposing some changes to the
Remuneration Policy, as discussed below.
The Remuneration Policy is set out on pages 77
to 81 and will be subject to a binding vote at the
AGM. The remainder of the report sets out how we
propose to implement the Policy for the year ahead
and summarises the outcomes in respect of the
year ending 31 March 2021. This part of the report
will be subject to an advisory vote at our AGM.
Our current Policy was approved at our 2018 AGM
with 99.9% of votes cast in favour of it. Shareholders
have shown a similarly high level of support for
our Directors’ Remuneration Report for the year
ended 31 March 2020, with 99.9% of votes in favour.
These high levels of support reflect our responsible
approach to executive pay, an approach that will
continue under the proposed Policy.
Business context
Since our current Policy was approved at the AGM
in 2018, Accsys has significantly increased in size
and complexity. Our market capitalisation has
grown from c. £85m to c. £240m.
Despite the unprecedented challenges of
COVID-19, Accsys delivered robust performance in
the year ended 31 March 2021 (FY21), underpinned
by continued strong demand for our products and
our operational agility which allowed us to adapt
quickly in the face of the pandemic. Looking ahead,
we continue to see significant growth potential and
opportunity for expansion.
As reported last year, as the COVID-19 pandemic
evolved, a clear plan of action was driven by our
Executive Directors to ensure the health and
welfare of employees across the Group while
managing our cost base, enabling us to maintain
a strong financial position and continue to deliver
growth. Our Board Directors, Senior Management
Team (SMT) and a number of mid-senior level
employees accepted a temporary 20% pay cut
from 1 April 2020, to protect our lower income
employees where possible, and waived any salary
increase in respect of the FY21 financial year. All
employees below Board Director and SMT level
have been repaid for this voluntary reduction given
the robust performance for the year as a whole.
Accsys accessed government support in the
UK and Netherlands (the UK Government’s
Coronavirus Job Retention Scheme and NOW
respectively), however in March 2021 we made
the decision to repay all funds in full.
Remuneration philosophy
Accsys’ remuneration philosophy is designed
to support our purpose-led strategy and drive
long-term sustainable growth in the next phase
of our ambitious journey. As part of a review of
remuneration across Accsys during the year, we
identified core pay principles to underpin our
pay policies:
Attract, retain and motivate – ensure that pay
opportunities across the Group enable us to
attract and retain talent to drive the next phase
of growth with motivated employees.
Alignment with purpose and values – our purpose
of ‘Changing Wood to Change the World’ guides
our strategy and actions and sustainability is at the
heart of what we do. Our remuneration framework
should align with long-term sustainable success and
reflect the importance of our ESG strategy, and we
promote personal development opportunities for
all employees.
Pay for performance – ‘be ambitious’ is a
core Accsys value, and we operate a simple
and transparent pay for performance culture
throughout the organisation.
Remuneration policy – proposed changes
The Committee considers that the overall
remuneration framework continues to be broadly
fit for purpose, but is proposing to implement a
number of changes across the three-year life of the
new Remuneration Policy. In summary:
• We are proposing to adjust the overall quantum
of Executive Director packages to reflect
the increase in the size and complexity of our
business and corresponding increase in the
scope of the Executive Director roles.
•
Incentive levels have remained unchanged since
2016 when we introduced annual awards under
our long-term incentive plan. We are proposing
to increase the normal annual bonus maximum
from 100% to 125% of salary for the CEO and
Finance Director respectively, and the normal
LTIP maximum from 100% and 75% for the
CEO and Finance Director, to 125% and 100%
of maximum respectively. These increases will
require additional stretch in the performance
delivered so that more pay is delivered only
for the achievement of more stretching
performance targets.
• LTIP awards will be based on a fixed number of
shares set in FY22, delivering alignment with
shareholders over the life of the Policy. While
the number of shares granted each year will
be fixed, the number of shares vesting will be
subject to performance, as in previous years.
Fixing the number of shares at grant means that
the award size can move up or down each year
and is aligned with shareholder experience.
•
In addition, in line with best practice, we are
introducing an element of bonus deferral under
the annual bonus plan, to further align executive
and shareholder interests. Best practice
features such as two-year holding periods under
the LTIP, and malus and clawback features, will
continue to apply.
• Shareholding guidelines will be increased from
200% of salary for the CEO, to align with the
total FY22 incentive opportunity under the new
proposals. From FY22, shareholding guidelines
will be 250% of salary for the CEO and 225% of
salary for the Finance Director.
• Following a review of market positioning against
companies of similar size and complexity in
the UK market where we primarily recruit for
executive talent, we found that base salaries
have fallen significantly behind the market. Base
salary increases will be phased across the three-
life of the policy, in line with best practice.
For FY22, salary increases will be in line with
wider workforce.
• Sustainability sits at the core of Accsys’
business. From FY22, in addition to the ESG
element incorporated in the annual bonus, we
will also include an ESG-related objective under
the LTIP, aligned with our ambitious strategy
in this area.
A comparison of our current and proposed Policy
is set out on page 77.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Remuneration Report continued
Incentive outcomes for the year ended
31 March 2021
As discussed in detail in the Financial review, the
Group has reported strong financial results which
saw underlying Group revenue increasing by 10%
to €99.8m, underlying EBITDA increase by 44% to
€10.1m with strong profitability progression and a
robust balance sheet.
LTIP awards – 2020
Given the uncertainties arising out of the COVID-19
pandemic last year, the Committee elected to
defer the grant of 2020 LTIP awards until it had
greater visibility of the Group’s outlook. 2020 LTIP
awards were granted to the CEO, Finance Director
and other participants on 15 July 2020, and
performance targets are disclosed on page 91.
The annual bonus for the year was based on a
combination of stretching financial and operational
objectives, with targets set at the start of the year.
As in previous years, 25% of the Finance Director’s
annual bonus is based on achievement of personal
performance targets.
Overall, and taking into account personal
performance, the bonus outcomes were between
67% and 73% of the maximum (67% and 73% of
salary excluding the temporary pay cut), for the
Executive Directors. The Committee believes
this outcome is an appropriate reflection of
performance in the year.
Further detail on the individual outcomes and
performance against the targets is set out on
page 90 on this report.
The LTIP awards granted in 2018 will vest in June
2021. These are based on EBITDA per share (60%
weighting) and Sales Volume (40% weighting),
measured to 31 March 2021. The EBITDA target was
achieved in part, resulting in 41% of the EBITDA
element vesting. The Sales Volume threshold was
not met, and this element lapsed in full. Therefore,
the overall vesting was 24.6% of the maximum
award. The Committee considers the level of pay-
out is reflective of the overall performance of the
Group and no discretion was exercised in respect
of the formulaic outcome.
Board changes
Stephen Odell was appointed a Non-Executive
Director on 23 June 2020 and subsequently
Chairman immediately following the Company’s
AGM on 18 September 2020. Details of Stephen’s
fees for acting as Non-Executive Chairman are set
out on page 88. Alexander Wessels was appointed
a Non-Executive Director with effect immediately
following the Company’s Annual General Meeting
on 18 September 2020.
2021 AGM
The Remuneration Committee remains committed
to operating remuneration arrangements which
align with our strategic priorities and the best
interests of our stakeholders. We believe the
approach we have adopted is appropriate and
responsible and I look forward to receiving your
support at our AGM.
Yours sincerely
Sue Farr
Chair of the Remuneration Committee
21 June 2021
Context for executive pay
This report is prepared in accordance with the UK regulations for reporting executive pay. Our dual
listing on AIM in the UK and NYSE Euronext in the Netherlands, combined with our UK incorporated
status, means that we come within the definition of a ‘quoted company’ in the UK Companies Act.
Accordingly, and exceptionally amongst AIM companies, we are legally required to comply with the
regulations for reporting and approval of Directors’ remuneration by companies listed on the main
market, including a binding vote on the Directors’ Remuneration Policy.
Directors’ Remuneration Policy
This part of the Remuneration Report sets out our proposed 2021 Directors’ Remuneration Policy and
has been developed taking into account the views of our major shareholders.
The Policy will be put to a binding shareholder vote at the 2021 AGM to be held on 17 September 2021
and, subject to shareholder approval, will take formal effect from the conclusion of the AGM. Key areas
of difference between the current and proposed policies are set out in the table below. The current
Directors’ Remuneration Policy is available to view on the Company’s website at www.accsysplc.com.
In setting the Remuneration Policy for Executive Directors, the Remuneration Committee ensures that
the arrangements are in the best interests of the Company and its wider stakeholders, including
employees and shareholders.
Summary of proposed changes to Policy and to the implementation of Policy
Element
Current policy
Proposed change
Implementation in FY22
Base salary
Salaries are normally reviewed
No change to Policy.
For FY22, salary increases will be
annually by the Committee,
taking into account relevant
factors that may include:
individual performance,
corporate performance,
changes to an individual’s
role and responsibilities, and
appropriate market data.
in line with wider workforce.
CEO: 2.4% increase to £297k.
Finance Director: 2.4% increase
to £174k.
It is our intention to increase the
CEO and Finance Director salaries
to c.£360k and c.£210k, phased
over the three-year life of the
policy, subject to the continued
performance of Accsys.
Benefits
Benefits consist of car allowance,
No change
As per previous years.
private medical insurance, life
insurance and travel.
Pension
Pension allowance of 8% of
Removal of 15% of salary
As per current approach –
salary for current executive
maximum limit.
directors, being aligned with
other employees in the business
in the UK.
The maximum pension
contribution (or cash allowance
in lieu) for Executive Directors
Maximum limit 15% of salary.
will be aligned with the
contributions of 8% of salary (or
cash alternative in lieu) for the
current Executive Directors, being
aligned with other employees in
the business in the UK.
contribution level for the wider
workforce in the relevant
country (currently 8% of salary
in the UK).
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Remuneration Report continued
Summary of proposed changes to Policy and to the implementation of Policy continued
Directors’ Remuneration Policy
Element
Current policy
Proposed change
Implementation in FY22
Element
Purpose and operation
Maximum
Performance measures
Annual bonus Maximum annual bonus
Normal maximum annual bonus
Maximum annual bonus
Base salary
An appropriate level of fixed
There is no prescribed
N/A
opportunity of 100% of
opportunity of 125% of base
opportunity of 125% of base salary
base salary for CEO and
salary for CEO and Finance
for CEO and Finance Director.
Finance Director.
Director.
20% deferral into shares for two
Target opportunity of 50%
Target opportunity of 62.5%
years, strengthening alignment
of salary
of salary
of executive and shareholder
No deferral into shares.
20% deferral into fixed
interests.
number of shares for two
Stretching performance targets
years, strengthening alignment
will apply, linked to EBITDA,
of executive and shareholder
progression with Hull plant, Supply
interests.
No change to overall maximum
in exceptional circumstances.
chain optimisation, Progression of
US Accoya® plant and Malaysian
Tricoya® plant project, ESG agenda
and personal objectives.
Based on a mix of financial,
strategic and operational
objectives, with stretching
targets.
Overall maximum of 200%
of salary in exceptional
circumstances.
Malus and clawback
provisions apply.
Long-term
Normal awards of 100% of salary
From FY22, LTIP grants will be a
LTIP grant of 125% of salary and
incentive plan
and 75% of salary for CEO and
fixed number of shares, delivering
100% of salary for the CEO and
Finance Director.
alignment with shareholders
Finance Director respectively.
Awards vest over a period of
at least three years, subject to
performance.
Awards are subject to an
additional two year holding period
following the end of the three
year performance period, aligned
with best practice for UK-listed
companies and in excess of typical
over the life of the Policy. The
maximum number of shares will
be fixed at the FY22 grant level.
Sustainability sits at the core of
Accsys’ business. From FY22, we will
include an ESG-related objective
The number of shares that vest
under the LTIP, aligned with our
will be subject to performance
ambitious strategy in this area.
measured over a period of at
least three years. No change is
proposed to the additional two
year holding period.
FY22 awards will be subject to
stretching performance targets
based on EBITDA (60%), Sales
Volume (30%) and ESG (10%).
practice for AIM-listed companies.
For FY22, maximum LTIP awards
Overall maximum of 300% of salary
in exceptional circumstances.
will be equivalent to 125% of
salary and 100% of salary for
the CEO and Finance Director
Malus and clawback provisions
respectively (previously 100%
apply.
and 75% of salary). This number
of shares will continue to be fixed
through the life of the Policy.
No change to overall maximum
in exceptional circumstances.
Shareholding
Executive Directors are
Increased to be in line with total
As per new Policy
guidelines
expected to build up and retain
FY22 incentive opportunity
a shareholding of at least 200%
(250% of salary for CEO and
of salary.
225% of salary for Finance
Director).
remuneration to reflect
maximum.
the individual’s skills
and experience.
Any percentage increase to
salaries would normally be in
Salaries are normally reviewed
line with those awarded to
annually by the Committee,
the wider workforce. Larger
taking into account relevant
increases may be awarded in
factors that may include:
circumstances considered
individual performance,
appropriate by the Committee,
corporate performance,
such as an increase in the
changes to an individual’s
size of the business or the
role and responsibilities, and
responsibilities of the role, or
appropriate market data.
changes in the competitive
marketplace.
Benefits
To provide a market competitive
There is no prescribed
N/A
benefits package.
maximum.
Benefits may comprise a car
The level of benefits is set at an
allowance, private medical
appropriate market rate.
insurance, life insurance and
reimbursed business expenses
(including any associated tax
liability) incurred when travelling
in performance of duties.
The Committee may determine
that other benefits be provided
where appropriate (for example
– relocation costs).
Pension
Contributions to the Company’s
The maximum level of pension
N/A
pension scheme, or an equivalent
contribution (or cash allowance
cash supplement is provided.
in lieu) for Executive Directors
will be aligned with the
contribution level for the wider
workforce in the relevant
country.
Current contributions are 8%
of salary for the Executive
Directors.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Remuneration Report continued
Directors’ Remuneration Policy continued
Element
Purpose and operation
Maximum
Performance measures
Annual
To drive and reward the delivery
The current maximum annual
Awards will normally be based
Incentive Plan
of business objectives for the
opportunity for all Executive
on a combination of financial and
financial year.
Directors is 125% of salary.
non-financial goals measured
The bonus is discretionary
The Committee retains
and any pay-out is determined
discretion to provide a
by the Committee based on
maximum opportunity of up to
performance. Targets are set
200% of salary in respect of a
over one financial year, with at
least 50% of the maximum annual
opportunity normally assessed
against financial metrics.
and assessed by the Committee
particular financial year.
The Committee retains discretion
to adjust performance measures
and targets during the year to
take account of events outside of
management control which were
unforeseen when the measures
and targets were initially set.
each year.
Normally no more than 80% of
any bonus will be paid in cash,
with the balance paid in deferred
shares.
Deferred shares typically vest
after two years with no further
performance conditions.
Malus and clawback and dividend
provisions apply (see notes to
the table).
Amounts may be satisfied in
cash, or at the Committee’s
discretion, shares.
Long Term
To reward Executive Directors
For awards made in FY22
Performance targets are measured
Incentive Plan
for the delivery of long-term
onwards, the award will be a fixed
over a period of at least three
(LTIP)
performance and align their
number of shares. In FY22 this
financial years, using performance
interests with shareholders.
fixed number of shares will be
measures aligned to the delivery
Awards are made under, and
subject to the terms of, the 2013
LTIP approved by shareholders at
equivalent to 125% of salary for
of the strategy and long-term
the CEO and 100% of salary for
shareholder value.
the Finance Director.
25% of awards vests for attaining
the 2013 AGM.
In future years for which this
threshold level of performance.
Awards may be in the form of nil or
nominal cost options, or any other
form allowed by the Plan rules.
Awards vest over a period of
at least three years, subject to
performance. Awards are subject
to an additional holding period of at
least two years following the end of
policy applies it is intended that
Executive Directors will each be
awarded the same fixed number
of shares as in FY22.
The Committee retains discretion
to use different or additional
performance measures or weightings
to ensure that awards remain
The fixed number of shares
appropriately aligned to the business
awarded will be restricted so that
strategy and objectives.
it does not exceed the overall
maximum LTIP award opportunity.
Non-financial performance measures
will normally be subject to a financial
the three year performance period.
The Committee retains discretion
underpin.
Clawback and dividend equivalent
provisions apply (see notes to
the table).
to make annual awards of up to
300% of salary.
The Committee will consider the
Group’s overall performance before
determining the final vesting level.
Shareholding
To increase long term alignment
N/A
N/A
guidelines
between executives and
shareholders. Executive Directors
are expected to build up and retain
a beneficial holding of at least
250% of salary for CEO and 225%
of salary for Finance Director.
Notes to the Policy table:
1. Deferred shares and LTIP awards which vest under this Policy may benefit from the right to receive an
amount equal to the value of, if applicable, any dividends which would have been paid on vested shares
up to the time of vesting (or where the award is subject to a holding or deferral period, up to the time
of release).
2. The Annual Incentive Plan and LTIP contain malus and clawback provisions in the event of a material
misstatement of results, censure by a regulatory authority or any other serious damage to the
Company reputation, or fraud or gross misconduct. The cash and, if applicable, share elements of the
Annual Incentive Plan may be clawed back for a period of three years from the date on which the Annual
Incentive Plan payment is made. Awards under the LTIP may be cancelled or reduced (prior to vesting),
or clawed back for a period of three years post vesting.
3. The remuneration framework for other employees is based on broadly consistent principles used to
determine the policy for Executive Directors. All executives and senior managers are generally eligible
to participate in some form of annual incentive arrangement. Participation in the LTIP is extended to
executives, senior managers and other key staff, with LTIP performance conditions generally consistent
across all levels. Individual salary and pension levels and incentive award sizes vary according to the
level of seniority and responsibility.
4. The choice of the performance measures applicable to the Annual Incentive Plan reflects the
Committee’s view that incentives should be aligned to the Group’s key annual financial and strategic
objectives. For the LTIP, the measures for the FY2022 award (EBITDA per share, sales volume and ESG
measures) provide a suitable balance between incentivising the execution of the Company’s long-term
capacity expansion programme and ensuring the delivery of profit growth alongside that operational
delivery. For both the Annual Incentive Plan and the LTIP, the Committee sets challenging targets
taking into account the Board’s objectives for the business. Performance conditions may be amended
or substituted by the Committee if an event occurs which causes the Committee to determine an
amended or substituted performance condition would be more appropriate and not materially
more or less difficult to satisfy. The Committee may use its discretion to adjust payouts under the
Annual Incentive Plan and LTIP to Executive Directors, within the range of the minimum to maximum
opportunity, including reducing it down to zero. Such discretion will only be used where the Committee
believes that performance against the prescribed targets does not accurately reflect the Company’s
underlying performance.
5. The Committee reserves the right to make any remuneration payments and/or payments for loss
of office (including exercising any discretion available to it in connection with such payments)
notwithstanding that they are not in line with the Policy set out above where the terms of the payment
either agreed: (i) prior to the Policy set out above came into effect; (ii) during the term of, and were
consistent with, any previous policy approved by shareholders; or (iii) at a time when the relevant
individual was not a Director of the Company and, in the opinion of the Committee, the payment was
not in consideration for the individual becoming a Director of the Company.
6. The terms of any deferred shares or LTIP shares may be adjusted to take account of a Company
reorganisation, such as a variation of capital, rights issue, demerger or special dividend.
In respect of the shareholding guideline, vested but unexercised LTIP shares and the proposed new 20%
deferred element of the Annual Incentive Plan will count towards the guideline (on a net of tax basis). It is
anticipated that the level of shareholding set out in the guideline will normally be met within five years of
appointment as an Executive Director (or from the date that the increased shareholding guideline comes
into effect i.e. from the approval of this Policy). The Committee will take into account LTIP vesting levels
and personal circumstances when assessing progress against the guideline.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Remuneration Report continued
Application of the Remuneration Policy
The potential pay-out under the Policy for each Executive Director under different illustrative
performance scenarios is set out below.
Rob Harris
William Rudge
£1500k
£1200k
£900k
£600k
£300k
£0k
£1,251k
£1,065k
£694k
27%
26%
35%
45%
35%
29%
£323k
100%
47%
30%
26%
£800k
£700k
£600k
£500k
£400k
£300k
£200k
£100k
£0k
£668k
£581k
£386k
27%
26%
35%
45%
35%
29%
£190k
100%
47%
30%
26%
Minimum
performance
Performance
in line with
expectations
Maximum
performance
Maximum
performance
(with 50% share
price increase)
Minimum
performance
Performance
in line with
expectations
Maximum
performance
Maximum
performance
(with 50% share
price increase)
Fixed pay
Annual bonus
LTIP
In illustrating the potential reward, the following assumptions have been made.
Minimum performance
Base salary (being the latest
No bonus
No LTIP vesting
Fixed pay
Annual Bonus
LTIP
Performance in line
with expectations
Maximum performance
known salary as at 1 April 2021).
Employer pension contributions
of 8% based on the latest
known salary.
Benefits as disclosed in
the single figure table on
page 88 for the year ending
31 March 2021.
Maximum performance
(plus an assumed 50%
increase in the share
price for the purposes
of the LTIP element)
Bonus equal to 62.5% of
LTIP vests equivalent to 62.5%
salary (50% of maximum)
of salary for the CEO and
50% of salary for the Finance
Director (i.e. 50% of the
maximum award)
Bonus equal to 125% of salary
LTIP vests equivalent to
(maximum bonus earned)
125% of salary for the CEO
and 100% of salary for the
Finance Director (i.e. maximum
vesting)
Bonus equal to 125% of salary
LTIP vests equivalent to 125%
(maximum bonus earned)
of salary for the CEO and
100% of salary for the Finance
Director (i.e. maximum vesting
and an assumed 50% increase
in the share price)
Recruitment Remuneration policy
The Company’s recruitment policy aims to give the Committee sufficient flexibility to secure the
appointment and promotion of high-calibre executives to strengthen the management team and secure
the skill sets to deliver our strategic aims.
The recruitment package for a new Executive Director would normally be set in accordance with the
terms of the Policy Table for Executive Directors. Circumstances in which other elements of remuneration
may be awarded include:
• an interim appointment being made to fill an Executive Director role on a short term basis;
•
•
if exceptional circumstances require that the Chairman or a Non-Executive Director takes on an
executive function on a short term basis; and
if an Executive Director is recruited at a time in the year when it would be inappropriate to provide a
bonus or LTIP award for that year as there would not be sufficient time to assess performance; subject
to the limit on variable remuneration, the quantum in respect of the months employed during the year
may be transferred to the subsequent year so that reward is provided on a fair and appropriate basis.
Salaries would be set at an appropriately competitive level to reflect the skills and experience of the
individual and the scope of their role and their potential to lead the Company’s growth agenda. The
Committee may agree that the Company will meet certain relocation expenses as it considers appropriate.
Where an individual forfeits remuneration with a previous employer as a result of appointment to the
Company, the Committee may offer compensatory payments or awards to facilitate recruitment. Any such
payments or awards would be in such form as the Committee considers appropriate and would normally
reflect the nature, time horizons, and performance requirements attaching to that remuneration. There
is no limit on the value of such compensatory awards, but the Committee’s intention is that the value
awarded would be, in the view of the Committee, no higher than the amount forfeited.
For an internal appointment, any variable pay element awarded in respect of the prior role may either
continue on its original terms or be adjusted to reflect the new appointment as appropriate.
Directors’ service contracts
The notice periods under the service contracts of the current Executive Directors are summarised in the
following table:
Name
Robert Harris
William Rudge
Notice period
from individual
(months)
Notice period
from company
(months)
6
6
6
6
Executive Directors’ service contracts, which do not contain expiry dates, provide that compensation
provisions for termination without notice will include salary, certain fixed benefits, and pension. In the
case of both Robert Harris and William Rudge, sums may be paid in instalments and decrease or cease if
the individual finds an alternative role.
The Company’s general policy on recruiting a new Executive Director is to provide a service contract
terminable after six months. However the Committee reserves the right to introduce a longer notice
period (of up to 12 months) which would reduce to six months over time. Provisions for compensation for
termination would normally follow those described above. Directors’ service contracts are kept available
for inspection at the Company’s registered office.
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Remuneration Report continued
Outside appointments
Subject to Board approval, Executive Directors are permitted to accept (and retain the fees from)
outside appointments on external boards as long as these are not deemed to interfere with the business
of the Group.
Termination policy summary
When determining leaving arrangements for an Executive Director the Committee takes into account any
contractual agreements including the provisions of any incentive arrangements, typical market practice
and the performance and conduct of the individual.
In addition to a payment in lieu of notice referred to above, a departing Executive Director may be
eligible for incentive awards, which will be treated in accordance with the rules of the relevant plan,
as summarised in the table below:
Incentive plan
Summary of leaver provisions
Annual
Incentive
Plan
In certain ‘good leaver’ 1 circumstances, an individual may remain eligible for an annual bonus with respect
to the financial year of cessation (pro-rated for time, unless the Committee determines otherwise). Any
payment will remain subject to performance (as determined by the Committee) and is normally payable
after the end of the financial year.
Deferred shares will normally continue on cessation of employment, other than in the event of gross
misconduct.
The Committee retains discretion to pay the annual bonus early and not to apply deferral, but would do
so only in compassionate circumstances.
LTIP
Unvested awards normally lapse on cessation of employment.
However, in certain ‘good leaver’1 circumstances as defined in the Plan rules, awards will vest. In such
circumstances:
• awards will normally vest on their original vesting date;
• the Committee will determine the extent of vesting based on the satisfaction of the performance
conditions; and
• awards will be reduced pro-rata to reflect the proportion of the vesting period that has elapsed
at cessation
Alternatively, in good leaver circumstances, the Committee may determine that awards should vest
when the participant ceases employment.
Vested awards will normally remain subject to any Holding Period.
1 Death, injury, ill-health, disability, redundancy, retirement or the sale of their employing entity out of the Group, or for any
other reason at the Committee’s discretion.
The Committee reserves the right to make any other payments in connection with a Director’s cessation
of office or employment where the payments are made in good faith in discharge of an existing legal
obligation (or by way of damages for breach of such an obligation) or by way of settlement of any
claim arising in connection with the cessation of a Director’s office or employment or for any fees for
outplacement assistance and/or the Director’s legal and/or professional advice fees in connection with
his cessation of office or employment.
Change of control
In the event of a change of control of the Company:
• A payment under the Annual Incentive Plan shall be determined by applying the performance targets
(on such basis as the Committee considers appropriate) and calculated on an appropriate time
pro-rata basis.
• Deferred shares and LTIP awards will vest. Deferred shares would vest in full. The proportion of LTIP
awards which shall vest will be determined at the discretion of the Committee having regard to the
extent to which the performance targets have been achieved and the proportion of the vesting period
that has elapsed. Any holding period will cease to apply. Alternatively, the Committee may permit or
require awards to be rolled-over into equivalent awards from the acquiring company.
Policy Table for Non-Executive Directors (NEDs)
Element
Purpose and operation
Maximum
Performance
measures
Chairman
Fees for the Chairman and for the NEDs are set by the Board
There is no
N/A
and NEDs
(excluding the NEDs).
Fees are based on the responsibilities and time commitment of the
role. The Chairman receives a single fee. NED fees include a base fee
prescribed maximum
annual increase or
fee level.
and may include additional fees for other Board or Committee duties.
Fee levels are
Supplementary fees may be paid for other responsibilities or time
reviewed on a
commitments.
Fees are paid in cash. NEDs are not eligible to participate in incentive
arrangements or receive pension provision or other benefits.
Non-Executive Directors may be reimbursed for business expenses
(and any associated tax liabilities) incurred when travelling in
performance of duties.
periodic basis, with
reference to the
time commitment of
the role and market
levels in companies
of comparable size
and complexity.
NED contracts
The NEDs, including the Chairman, have letters of appointment which set out their duties and responsibilities.
Appointment is for a fixed term of three years, terminated by three months’ notice on either side.
Name
Nick Meyer
Stephen Odell
Sean Christie
Sue Farr
Trudy Schoolenberg
Alexander Wessels
Unexpired term
(months)
6
24
29
29
33
26
84
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Remuneration Report continued
Consideration of employment conditions elsewhere in the Group
As explained in the general policy section of the Remuneration Policy, the Committee takes into account
Group-wide pay and employment conditions. The Committee reviews the average Group-wide base salary
increase and bonus costs and is responsible for all discretionary and all-employee share arrangements.
The Committee did not consult directly with employees in preparing the Directors’ Remuneration Policy,
but feedback on reward policies is gathered via the annual employee survey.
Consideration of shareholder views
The Committee undertook a consultation exercise with major shareholders in respect of the development
of this Remuneration Policy in 2021, and the feedback received was taken into account in finalising
the Policy.
During each year, the Committee considers shareholder feedback received in relation to the AGM, plus
any additional feedback received through other means of dialogue. The Committee also regularly reviews
the Policy in the context of published shareholder guidelines.
Implementation of the Remuneration Policy for the year ending 31 March 2022
A summary of how the Directors’ Remuneration Policy will be applied during the year ending 31 March
2022 is set out below.
Base salary
Base salaries for the Executive Directors are set out below:
Name
Year ending March 2022
Year ending March 2021
% increase
Robert Harris
William Rudge
£297,000
£174,000
£290,000
£170,000
2.4%
2.4%
As set out on page 75, following a review of market positioning against companies of similar size and
complexity in the UK market where we primarily recruit for executive talent, we found that base salaries
have fallen significantly behind the market. It is our intention to increase the CEO and Finance Director
salaries to c.£360k and c.£210k, phased over the three-year life of the policy, subject to the continued
performance of Accsys. This includes a circa 2% p.a. ‘inflation’ increase and the Committee would
continue to review the proposed increases taking into account market conditions over the three year
life of the Policy.
Pension arrangements
In accordance with the Policy, the Executive Directors will receive pension contributions (or cash
supplements) of 8% of base salary, in line with the pension contribution for wider employees.
Annual bonus
For the year ending 31 March 2022, the maximum annual bonus opportunity will be 125% of salary in
accordance with the Policy. 20% of any earned bonus will be deferred in shares for two years. Payouts will
be determined based on the delivery of stretching financial, operational and personal objectives with the
weightings for the various components as follows:
Name
Group EBITDA
Progression with the Hull plant
Supply chain optimisation
Progression of US Accoya® plant and Malaysian Tricoya® plant projects
ESG Agenda
Sub-total
Personal objectives
Total
Weighting (% of bonus)
CEO
50%
25%
10%
10%
5%
–
Finance
Director
37.5%
18.75%
7.5%
7.5%
3.75%
75%
25%
100%
100%
The Committee believes that the underlying targets are commercially sensitive and cannot be disclosed at
this stage. The Committee retains the discretion to award a bonus in excess of 125% (but within the policy
limit of 200%) in the event of exceptional events resulting in significant unexpected value creation for
the Group.
Long-term incentives
For the year ending 31 March 2022, subject to shareholder approval at the 2021 AGM, annual LTIP awards
will be made in line with the Policy, as shown in the following table.
Name
Robert Harris
William Rudge
(% of salary)
125%
100%
86
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Remuneration Report continued
Long-term incentives continued
The 2021 LTIP awards will be subject to stretching performance metrics, as set out in the table below.
Sustainability sits at the core of Accsys’ business, and from FY22, we will include an ESG-related objective
under the LTIP, aligned with our ambitious strategy in this area.
Weighting
(% of award)
Threshold
Maximum
Metric
Total vesting
(% of maximum)
EBITDA per share in FY24
60%
25%
€0.15
100%
€0.24
Cumulative Sales Volume
30%
267,000m3
297,000m3
(FY22 to FY24)
ESG – improvement
in reporting ratings
10%
33% on attaining each of the 3 year milestones:
–
Y1 – Attain investor ESG external rating/score
Y2 – Improve or at least maintain ESG external rating/score
Y3 – Improve or at least maintain ESG external rating/score
Non-Executive Directors
The fees for the Non-Executive Directors (NED) are shown in the table below.
Year ending March 2022
Year ending March 2021
% increase
Chairman fee
Base NED fee
Additional fees:
£90,000
£41,820
Senior Independent Director
£5,228
Committee chairmanship
per Committee
£5,228
£90,000
£41,820
£5,228
£5,228
0%
0%
0%
0%
There will be no increase in NED fees for the year ending 31 March 2022. However, NED fees have not
increased since FY20 and it is intended to review fees and make appropriate adjustments for FY23 to
recognise the increase in size and complexity of the Company.
Remuneration received by Directors in the year ended 31 March 2021 (audited)
Directors’ remuneration for the year ended 31 March 2021 (and for the prior year ended 31 March 2020) is
shown in the following tables:
Salary/
Fees1
£
Benefits in
Kind2
£
Pension5
£
Total Fixed
Remuneration
£
Annual
Bonus
£
LTIPs
Vested/
Expected
to Vest4
£
Total Variable
Remuneration
£
2021
Total
Remuneration
£
2021
Total
Remuneration
EUR
Executive Directors
Robert Harris
William Rudge
271
159
Non-Executive Directors
Sean Christie
Sue Farr
Montague John
‘Nick’ Meyer
Patrick Shanley
Trudy
Schoolenberg
Stephen Odell6
Alexander
Wessels7
44
44
39
32
44
59
22
2
2
–
–
–
–
–
–
–
23
14
–
–
–
–
–
–
–
296
175
212
114
44
44
39
32
44
59
22
–
–
–
–
–
–
–
–
52
–
–
–
–
–
–
–
212
166
508
341
579
390
–
–
–
–
–
–
–
44
44
39
32
44
59
22
49
49
44
35
49
67
25
Salary/
Fees
£
Benefits in
Kind2
£
Pension5
£
Total Fixed
Remuneration
£
Annual
Bonus3
£
LTIPs
Vested/
Expected
to Vest4
£
Total Variable
Remuneration
£
2020
Total
Remuneration
£
2020
Total
Remuneration
EUR
Executive Directors
Robert Harris8
William Rudge
106
155
Non-Executive Directors
Sean Christie
Sue Farr
Montague John
‘Nick’ Meyer
Patrick Shanley
Trudy
Schoolenberg9
47
47
41
78
88
1
2
–
–
–
–
–
8
12
–
–
–
–
–
115
169
73
73
47
47
41
78
88
–
–
–
–
–
–
32
–
–
–
–
–
73
105
–
–
–
–
–
188
274
47
47
41
78
88
216
312
53
53
47
89
101
Figures shown in thousands. Figures are shown in the currency in which the majority of remuneration
received. The final column converts remuneration into the Company’s reporting currency using the
monthly exchange rate when the costs are incurred.
88
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Remuneration Report continued
Remuneration received by Directors in the year ended 31 March 2021 (audited) continued
1 Salaries for the Directors were reduced by 20% for four months during the initial COVID period.
2
3
4
Taxable benefits for the Executive Directors in the year included private medical insurance, life insurance and reimbursed
business expenses.
Represents annual bonus paid in shares in respect of the financial year ended 31 March 2020 and a £10,000 cash bonus to
Will Rudge paid during the year ended 31 March 2020.
For 2021, an estimated amount is shown in respect of vesting of the 2018 LTIP award. The value of this award has been based
on the three-month average share price as at 31 March 2021 of €1.73. This award is expected to vest in June 2021. For 2020,
the actual value of the 2017 LTIP award which vested in June 2020 is shown and is based on the actual share price on the date
of vesting.
5 Robert Harris received cash in lieu of pension.
6
Stephen Odell was appointed to the Board on 23 June 2020 and to Chairman on 18th September 2020, his remuneration in
the table above reflect his time in service during the year.
7 Alexander Wessels was appointed to the Board on 18th September 2020.
8
9
Robert Harris was appointed to the Board on 20 November 2019, his remuneration in the table above reflect his time in
service during the prior year.
Trudy Schoolenberg’s fees for the prior year include £41,000 for consultancy fees related to the Tricoya® plant currently
under construction in Hull, UK.
Annual bonus for the year ended 31 March 2021 (audited)
For the year ended 31 March 2021, the maximum annual bonus opportunity was 100% of salary in
accordance with the Policy. Payouts were determined based on performance, taking into account the
delivery of stretching financial and operational objectives with the weightings for the various components
as follows:
Group Objectives:
Group EBITDA (including Tricoya®)
Accoya® Sales Volume
Progression with Hull Plant
Progression of Arnhem Reactor 4,
US Accoya® and Malaysian Tricoya®
projects
ESG agenda
Sub-total – Group Objectives:
Personal Objectives:
Final bonus outcome (% of maximum)
CEO
(% of bonus)
FD
(% of bonus)
Maximum
Outcome
Maximum
Outcome
50%
10%
25%
10%
5%
100%
–
50%
10%
0%
8%
5%
73%
–
73%
37.5%
7.5%
18.75%
7.5%
37.5%
7.5%
0%
6%
3.75%
3.75%
75%
25%
54.75%
12.5%
67.25%
The actual performance targets remain commercially sensitive and cannot be disclosed at this time.
Overall, and taking into account personal performance, the bonus outcomes were between 67% and
73% of the maximum for the Executive Directors. The Committee believes this outcome is an appropriate
reflection of performance in the year.
LTIP vesting in respect of performance to the year ended 31 March 2021 (audited)
The 2018 LTIP awards (see table below) are expected to vest in June 2021 by reference to EBITDA (60%
weighting) and Sales Volume (40% weighting) performance over a three year period ended 31 March 2021.
Weighting (%
of award)
Threshold
Maximum
Actual
performance
Vesting
(% maximum)
Total vesting
(% of maximum)
25%
100%
EBITDA per share in FY21
Sales Volume
60%
40%
€0.05
€0.013
€0.069
70,000m3
85,000m3
60,466 m3
25.9%
43%
0%
• Vesting is on a straight-line basis between points in the schedule. There is no vesting for performance
below Threshold.
• EBITDA based on total Group EBITDA including licensing income. Appropriate adjustments may be
made to the EBITDA per share metric to ensure fair and consistent performance measurement over
the performance period in line with the business plan and intended stretch of the targets at the point
of award.
The Committee considers the level of pay-out is reflective of the overall performance of the Group over
the relevant performance periods and is appropriate.
The 2018 LTIP award was granted on 19th June 2018 when the share price was €0.91. The three-month
average share price ending on 31 March 2021 was €1.73. This equated to an increase in value of €0.82 per
share due to vest on 19th June 2021. The proportion of the value attributable to share price growth is
therefore 47%. The Committee did not exercise discretion in respect of this award.
Paul Clegg’s 2018 LTIP will be pro-rated to reflect his time in service during the performance period.
Scheme interests awarded during the year (audited)
The grant of LTIP awards in 2020 were deferred given uncertainties arising out of the Coronavirus
pandemic. In line with the Policy, 2020 awards were made to the Executive Directors on 15 July 2020,
as set out below.
Type of Award
Basis of award
granted
Face value of
award €000s1
% of maximum
vesting for
threshold
performance
Robert Harris
100% of salary
324,800
25%
William Rudge
Nil cost
options
75% of salary
142,800
25%
Performance period
Three years to
31 March 2023
Three years to
31 March 2023
1
Face value determined using share price determined at grant of €1.05 per share, being the issue price of the Companies
equity issuance in December 2019, being considered an appropriate basis, prior to the subsequent share price reduction
attributable to COVID-19.
90
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Remuneration Report continued
Scheme interests awarded during the year (audited) continued
The performance targets for these awards are as follows:
Metric
Vesting (% of maximum)
EBITDA per share in FY23
Total Sales Volume
Weighting
(% of award)
60%
40%
Threshold
Stretch
Maximum
25%
€0.14
70%
€0.19
100%
€0.24
90,000m3
105,000m3
112,720m3
• Vesting is on a straight-line basis between the above points.
• Appropriate adjustments may be made to ensure fair and consistent performance measurement over
the performance period in line with the business plan and intended stretch of the targets at the point
of award.
• EBITDA per share targets are set and determined so as to exclude licensing income.
• Sales Volume is defined as combined sales volume (in cubic metres, or equivalent) of Accoya®
and Tricoya®.
• Vesting of the Sales Volume component will be subject to the achievement of a threshold level
of EBITDA.
Payments to past Directors (audited)
Paul Clegg stepped down from the Board with effect from 31 December 2019 and details of termination
arrangements were disclosed the directors’ remuneration report last year. Awards granted in 2018 will
vest on 19th June 2021, pro-rated for time and performance. Awards will continue to be subject to holding
periods and malus and clawback provisions in accordance with our remuneration policy and LTIP rules.
Payments for loss of office (audited)
There were no payments for loss of office during the year.
Statement of Directors’ shareholding and share interests (audited)
Shares beneficially
held1 as a 31 March 2021
Vested but
unexercised LTIPs
Unvested LTIP awards2
Unvested EBT awards3
Robert Harris
William Rudge
Sean Christie
Sue Farr
Montague John ‘Nick’ Meyer
Stephen Odell
Trudy Schoolenberg
Alexander Wessels
44,444
192,000
83,369
35,000
74,189
–
44,444
–
–
252,663
415,032
268,116
89,250
77,067
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1
Includes shares held by connected persons.
2
Includes 25.9% of the 2018 LTIP expected to vest in June 2021 as disclosed above.
3
Represents annual bonus in respect of the financial year ended 31 March 2020, paid in shares and which vests in July 2021
(deferred in case of William Rudge and Robert Harris).
There has been no change in the beneficial holding of the Directors between the year end and the date of
this report.
The unvested LTIP awards consist of 2018, 2019 and 2020 LTIP awards. The performance conditions for
the 2018 and 2020 awards are summarised in the sections above. The performance conditions for the 2019
award is summarised in the table below.
2019 LTIP
Metric
Weighting
(% of award)
Threshold
Target
Maximum
Vesting (% of maximum)
EBITDA per share in FY22
Total Sales Volume
60%
40%
25%
€0.10
70%
€0.14
100%
€0.22
82,000m3
86,000m3
100,000m3
• Vesting is on a straight-line basis between the above points.
• Appropriate adjustments may be made to ensure fair and consistent performance measurement over
the performance period in line with the business plan and intended stretch of the targets at the point
of award.
• EBITDA per share targets are set and determined to exclude licensing income.
• Sales Volume is defined as combined sales volume (in cubic metres, or equivalent) of Accoya® and Tricoya®.
• Vesting of the Sales Volume component will be subject to the achievement of a threshold level of EBITDA.
Relative importance of spend on pay
During the year ended 31 March 2021, the total pay for all Group employees increased by 18% to
€14,394,000 (2020: €12,249,000). There were no dividends or share buybacks in either year.
Annual percentage change in remuneration of Directors and employees from FY20
to FY21
Salary/fees1
Benefits
Annual bonus
Chief Executive remuneration2
Finance Director remuneration
Average Non-Executive Director remuneration
Average of UK PLC employees
(7%)
3%
(8%)
(1%)
0%
8%
N/A
10%
5%
57%
N/A
14%
1
2
Table above includes a 20% reduction in salary for the Chief Executive, Finance Director and Non-Executive Directors
for the period April to July 2021. For the remaining UK employees below the Senior Management Team, any reduction in
salary for the initial COVID-19 period has been decided to be repaid, therefore the repayment has been included in the
table above.
Robert Harris (Chief Executive) was appointed to the Board on 20th November 2019. In the above table, the annual change
for his salary, benefits and bonus have used annualised FY20 salary, benefits, and bonus awarded amounts to provide an
effective year on year comparison.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Remuneration Report continued
Performance graph and CEO remuneration
The following graph shows the Company’s performance for the past ten years on the London Stock
Exchange AIM compared with the performance of the FTSE AIM All Share index. The FTSE AIM All Share
index has been selected for this comparison as it is a broad based index which the Directors believe
closely reflects the performance of companies with similar characteristics as the Company’s.
250
200
150
100
50
0
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Accsys TSR index
FTSE AIM All Share index
Since joining in 2019, the CEO’s total remuneration together with the proportion attributable to bonus or
vested incentives is as set out in the table below:
2011
€'000
2012
€'000
2013
€'000
2014
€'000
2015
€'000
2016
€'000
2017
€'000
2018
€'000
2019
€'000
2020
(P.Clegg)1
€'000
2020
(R.Harris)2
€'000
2021
(R.Harris)
€'000
Total remuneration 283
604
627
676
783
613
1,632
502
809
477
216
579
% Bonus of Total
0% 46% 46% 51% 54% 36% 18% 32% 26%
16%
38%
43%
% Bonus of Cap
N/A
N/A
N/A
N/A
68% 33% 48% 28% 36%
17%
33%
41%
% vested LTIPs
of maximum
N/A
N/A
N/A
N/A
N/A
N/A
58% N/A
50%
45%
N/A
N/A
1 Paul Clegg stepped down from the Board on 31 December 2019, his remuneration in the table above reflect his time in service
during the prior year.
2 Robert Harris was appointed to the Board on 20 November 2019, his remuneration in the table above reflect his time in
service during the prior year.
As no formal cap or maximum bonus existed before 2015, no figure has been disclosed setting out this
percentage.
Consideration of matters relating to Directors’ remuneration
The Remuneration Committee consisted of Sue Farr (Chairman), Stephen Odell, Trudy Schoolenberg,
Alexander Wessels, and Sean Christie. All members of the Remuneration Committee (including the
Chairman on appointment) are considered to be independent. Following careful review and consideration,
the Committee recommended to the Board adoption of revised terms of reference reflecting latest
market norms as appropriate for a company of the size and nature as the Company. These terms were duly
approved in November 2019 and are available online at https://www.accsysplc.com/app/uploads/2019/12/
Remuneration-Committee-Terms-of-Reference-231219.pdf.
Following appointment in 2018, Deloitte LLP (Deloitte) continues to be engaged as independent
adviser to the Committee. The Committee is satisfied that Deloitte remains independent of the
Company and that the advice provided is impartial and objective. Deloitte is a founding member and
signatory of the Code of Conduct for Remuneration Consultants, details of which can be found at www.
remunerationconsultantsgroup.com. Their total fees for the provision of remuneration services to the
Committee during the financial year to 31 March 2021 were £42,520 (plus VAT).
Statement of voting at general meeting
The AGM held on 30 September 2020 included an ordinary resolution in respect of the approval of the
Directors’ Remuneration Report (excluding the Remuneration Policy) for the year ended 31 March 2020.
92,480,700 (99.99%) votes were cast for the resolution, 2,002 against and 954 withheld.
At the AGM held on 18 September 2018, an ordinary resolution was passed in respect of the approval of
the Directors’ Remuneration Policy for the year ended 31 March 2018. 52,090,499 (99.98%) votes were
cast for the resolution, 7,123 against and 1,004,110 withheld.
94
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Directors’ Report
for the year ended 31 March 2021
The Directors present their report together with the audited consolidated financial statements for the
year ended 31 March 2021.
Results and dividends
The consolidated statement of comprehensive income for the year is set out on page 112, and shows the
loss for the year.
The Directors do not recommend the proposal of a final dividend in respect of the current year,
consistent with the prior year.
Principal activities and review of the business
The principal activities of the Group are the production and sale of Accoya® solid wood and Tricoya® wood
elements, technology and product development as well as the licensing of technology for the production
and sale of Accoya® and Tricoya® via the Company's subsidiaries, Titan Wood Limited, Titan Wood B.V.,
Titan Wood Technology B.V., Titan Wood Inc., Tricoya Technologies Limited, Tricoya UK Limited, Accsys
(Accoya USA) Holdings LLC, Accsys USA Holdings Inc and its joint venture Accoya USA, LLC (collectively
the ‘Group’). Manufactured through the Group’s proprietary acetylation processes, these products
exhibit superior dimensional stability and durability compared with alternative natural, treated and
modified woods as well as more resource intensive man-made materials. A review of the business is set out
in the Chairman’s Statement on page 6 and the Chief Executive’s Report on page 20. Accsys Technologies
PLC is a public limited company, which is listed on London Stock Exchange AIM and Euronext Amsterdam,
and incorporated and domiciled in the UK. The address of its registered office is set out on the back page
inside cover.
Business model and Strategy
The Business model and Strategy section, from page 16, sets out the Company’s strategy, business model
and key performance indicators.
Financial instruments
Details of the use of financial instruments by the Company and its subsidiary undertakings are set out in
Note 31 of the financial statements.
Share issues
1,259,449 shares were issued on 12 May 2020 following the exercise of nil cost options, granted under the
Company’s 2013 Long Term Incentive Plan (LTIP).
727,250 shares were issued to an Employee Benefit Trust (EBT) on 29 June 2020 at nominal value, in lieu
of cash bonuses for the year ended 31 March 2020. These shares will vest on 1 July 2021, subject to the
employees continuing employment within the Group.
In February 2021, following the subscription by employees, in the prior year, for shares under the
Employee Share Participation Plan (the ‘Plan’), 198,219 shares were issued as ‘Matching Shares’ at nominal
value under the Plan.
In addition, various employees newly subscribed under the Plan for 195,524 shares at an acquisition price
of €1.43 per share, with these shares issued to a trust, to be released to the employees after one year,
together with an additional share on a matched basis (subject to continuing employment within the Group).
On 26 March 2021, the Company announced that Lombard Odier Asset Management (USA) Corp on behalf
of 1798 Volantis Catalyst Fund II Ltd (‘Volantis') exercised options over a total of 4,655,667 ordinary shares
in the Company for a total consideration of £2,779,898.77 (exercise price of £0.5971 per ordinary share)
(see note 30 to the financial statements).
Principal risks and uncertainties
The business, financial condition or results of operations of the Group could be adversely affected by any
of the risks set out in the Strategic Report. The Group’s systems of control and protection are designed
to help manage and control risks to an appropriate level rather than to eliminate them.
The Directors consider that the principal risks to achieving the Group’s objectives are set out in the
Strategic Report.
Greenhouse gas (GHG) emissions
Greenhouse gas emissions data for the period 1 April 2020 to 31 March 2021 can be found in the
Sustainability report on page 55 and is incorporated into the Directors’ Report by cross-reference.
Further details concerning the environmental impact of our products as a whole are detailed in the
Sustainability Report.
Directors
The Directors of the Company during the year and up to the date of signing the financial statements were:
Michael ‘Sean’ Christie
Susan Jane Mair (known as Sue Farr)
Robert Harris
Montague John ‘Nick’ Meyer
Stephen Odell (appointed 23 June 2020)
William Rudge
Patrick Shanley (resigned 18 September 2020)
Geertrui 'Trudy' Schoolenberg
Alexander Wessels (appointed on 18 September 2020)
Directors’ indemnities
The Company maintains Directors’ and officers’ liability insurance which gives appropriate cover for legal
action brought against its Directors. The policy was in force throughout the period and at the date of the
approval of these financial statements.
Employment policies
The Group operates an equal opportunities policy from recruitment and selection, through training and
development, appraisal and promotion to retirement. It is our policy to promote an environment free from
discrimination, harassment and victimisation, where everyone will receive equal treatment regardless of
gender, colour, ethnic or national origin, disability, age, marital status or sexual orientation. All decisions
relating to employment practices will be objective, free from bias and based solely upon work criteria and
individual merit.
Information on the gender ratio of our employees is available in the Sustainability section on page 48.
Health and safety
Health and safety is the priority at all levels of the Group, in particular taking into account the chemical
industry in which Accsys operates. Group companies have a responsibility to ensure that all reasonable
precautions are taken to provide and maintain working conditions for employees and visitors alike, which
are safe, healthy and in compliance with statutory requirements and appropriate codes of practice.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Directors’ Report continued
for the year ended 31 March 2021
The avoidance of occupational accidents and illnesses is given a high priority. Detailed policies and
procedures are in place to minimise risks and ensure appropriate action is understood in the event of an
incident. A new Group HSE Director joined the Company during the year, with oversight over Health and
Safety for the Group. A dedicated health and safety officer is also retained at the Group’s manufacturing
facilities in Arnhem and Hull.
Significant shareholdings
So far as the Company is aware (further to formal notification), the following shareholders held legal or
beneficial interests in ordinary shares of the Company exceeding 3% as at 31 March 2021:
Teslin Participaties Cooperatief U.A.
De Engh B.V.
BGF Investment Management Limited
Decico BV
VP Participaties B.V.
Majedie UK Equity Fund
Invesco Limited
The London & Amsterdam Trust Company Limited
FIL Limited (formerly known as Fidelity International Limited)
Saad Investments Company Limited
Zurab Lysov
There are no restrictions in respect of voting rights.
15.22%
7.32%
6.95%
5.07%
5.00%
4.99%
4.87%
4.51%
4.26%
3.92%
3.71%
Going concern
The Directors have formed a judgement, at the time of approving the financial statements that there is
a reasonable expectation that the Group has access to adequate resources to continue in operational
existence for at least the next 12 months. Further details are set out in note 1 to these financial statements.
Corporate Governance
The Company’s statement on corporate governance can be found in the Corporate Governance Report
on page 66 of these financial statements. The Corporate Governance Report forms part of this Directors’
report and is incorporated into it by cross-reference.
Disclosure of information to auditors
Each of the persons who is a Director at the date of the approval of the Annual Report confirms that:
• So far as the Director is aware, there is no relevant audit information of which the Company’s auditors
are unaware; and
• The Director has taken all the steps that he ought to have taken as a Director in order to make himself
aware of any relevant audit information and to establish that the Company’s auditors are aware of that
information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the
Companies Act 2006.
Independent auditors
PricewaterhouseCoopers LLP (PwC) have been the external auditor of the Company since April 2010.
The year ended 31 March 2021 was therefore the eleventh consecutive audit for PwC. In accordance
with current legislation, the Company was required to tender for the audit for the year ended 31 March
2021. However due to COVID-19, and with the approval of the Financial Reporting Council (the ‘FRC’), the
Company has deferred this tender for up to two years. This will enable the Audit Committee to undertake
a proper audit tender process as outlined in the FRC Notes on Best Practice for Retendering.
Directors’ responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
• The Group financial statements have been prepared in accordance with international accounting
standards in conformity with the requirements of the Companies Act 2006 and in accordance with
international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002, as it
applies in the European Union and give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Group.
• The Annual Report includes a fair review of the development and performance of the business and the
financial position of the Group and the parent Company, together with a description of the principal
risks and uncertainties that they face.
Angus Dodwell
Company Secretary
21 June 2021
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Statement of Directors’ Responsibilities
in respect of the financial statements
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report, the Directors’ Remuneration Report and
the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under
that law the Directors have prepared the Group financial statements in accordance with international
accounting standards in conformity with the requirements of the Companies Act 2006 and the parent
Company financial statements in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure Framework’
and applicable law). The Group has also prepared the financial statements in accordance with
international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002,
as it applies in the European Union.
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
profit or loss of the Group and parent Company for that period. In preparing these financial statements,
the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable international accounting standards in conformity with the requirements
of the Companies Act 2006 and international financial reporting standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union, have been followed for the Group
financial statements and United Kingdom Accounting Standards, comprising FRS 101, have been
followed for the parent Company financial statements, subject to any material departures disclosed
and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Group and parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group and parent Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Group and parent Company and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are also responsible for safeguarding the assets of the Group and parent 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 Company’s website. Legislation in
the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group and parent
Company’s performance, business model and strategy.
Each of the Directors, whose names and functions are listed in Corporate Governance confirm that, to the
best of their knowledge:
• the parent Company financial statements, which have been prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising
FRS 101 ‘Reduced Disclosure Framework’, and applicable law), give a true and fair view of the assets,
liabilities, financial position and loss of the parent Company;
• the Group financial statements, which have been prepared in accordance with international accounting
standards in conformity with the requirements of the Companies Act 2006 and international financial
reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European
Union, give a true and fair view of the assets, liabilities, financial position and loss of the Group; and
• the Strategic Report (including but not limited to Chairman's Statement, Chief Executive's Report
and Financial Review) includes a fair review of the development and performance of the business and
the position of the Group and parent Company, together with a description of the principal risks and
uncertainties that it faces.
In the case of each Director in office at the date the Directors’ Report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Group and parent
Company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves
aware of any relevant audit information and to establish that the Group and parent Company’s auditors
are aware of that information.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Independent Auditors’ Report
to the members of Accsys Technologies PLC
Report on the audit of the financial statements
Opinion
In our opinion:
• Accsys Technologies PLC’s Group financial statements and Company financial statements (the ‘financial
statements’) give a true and fair view of the state of the Group’s and of the Company’s affairs as at
31 March 2021 and of the Group’s loss and the Group’s cash flows for the year then ended;
• the Group financial statements have been properly prepared in accordance with international
accounting standards in conformity with the requirements of the Companies Act 2006;
• the Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101
‘Reduced Disclosure Framework’, and applicable law); and
• the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements, included within the Annual Report and Financial Statements
(the ‘Annual Report’), which comprise: the Consolidated Statement of Financial Position and the
Company balance sheet as at 31 March 2021; the Consolidated Statement of Comprehensive Income,
the Consolidated Statement of Cash Flow, and the Consolidated and Company Statement of Changes in
Equity for the year then ended; and the notes to the financial statements, which include a description of
the significant accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to international financial reporting standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union
As explained in note 1 to the financial statements, the Group, in addition to applying international
accounting standards in conformity with the requirements of the Companies Act 2006, has also applied
international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union.
In our opinion, the Group financial statements have been properly prepared in accordance with
international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities
for the audit of the financial statements section of our report. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable
to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s
Ethical Standard were not provided.
Other than those disclosed in the Audit Committee Report, we have provided no non-audit services to the
Company or its controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
• We performed audit work over the complete financial information for two reporting units, audit work
over material financial statement line items for four reporting units including the new joint venture
entity in North America and audit procedures over revenue in respect of the subsidiary business
in North America, which cumulatively accounted for approximately 100% (2020: 100%) of the
Group’s revenue.
• As the Group audit team, we maintained regular contact with our component team in the Netherlands
throughout the planning and execution of their work.
Key audit matters
• Going concern (Group and parent)
•
Impairment of non-current assets (Group)
• Cost capitalisation of Property, Plant and Equipment (Group)
•
Impact of COVID-19 (Group and parent)
Materiality
• Overall Group materiality: €900,000 (2020: €800,000) based on approximately 1% of total revenue.
• Overall Company materiality: €800,000 (2020: €760,000) based on 1% of total assets, restricted by
Group materiality allocation to components, including that to the Company.
• Performance materiality: €675,000 (Group) and €600,000 (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement
in the financial statements.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Independent Auditors’ Report continued
to the members of Accsys Technologies PLC
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance
in the audit of the financial statements of the current period and include the most significant assessed risks
of material misstatement (whether or not due to fraud) identified by the auditors, 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, and any comments we make on the results of our
procedures thereon, 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.
This is not a complete list of all risks identified by our audit.
Recoverability of investments in Group subsidiaries including receivables held (applicable to Company
only), which was a key audit matter last year, is no longer included as a result of the improved trading and
market capitalisation of the Group. Otherwise, the key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Going concern (Group and parent) – (see note 1 to the Group’s
and Company’s financial statements)
The Directors have modelled a base case and a severe but
Our procedures and conclusions in respect of going
plausible downside scenario in respect of the going concern
concern are set out in the 'Conclusions relating to going
assessment. The assessment forecasts the Group achieving
concern' section below.
certain operating performance measures relating to the
production and sales of Accoya® wood from the plant in Arnhem
with the collection of on-going working capital items in line with
internally agreed budgets.
The assessment also considers significant capital expenditure
during the going concern period for the construction of the
Tricoya® plant in Hull and reactor 4 in Arnhem along with the
repayment of loan notes approaching maturity. The Directors
have concluded that there is sufficient liquidity available for
the Group to remain a going concern taking into account the
Group’s financial resources including the current cash position
and banking and finance facilities which are currently in place. The
going concern assessment is dependent upon achieving certain
operating performance measures as mentioned above which
requires significant judgement and in particular, considering the
uncertainty over the quantum and timing of capital expenditure
required to complete the Tricoya® plant in Hull following the
recent purported termination of the contract by the contractor,
there remains a risk that both liquidity headroom and financial
covenants come under pressure. As such we have considered
going concern as a significant risk.
Key audit matter
How our audit addressed the key audit matter
Impairment of non-current assets (Group) – (see notes
16 and 17 to the Group’s financial statements)
At 31 March 2021 the Group carried €4.2m of goodwill
(2020: €4.2m), €6.6m of other intangible assets (2020:
The headroom in the Accoya® CGU was significant and therefore,
our audit work primarily focused on the Tricoya CGU given
€6.8m), and €139.6m of tangible fixed assets (2020:
the lower level of headroom and specific assumptions in
€122.1m).
management’s model. Our specific audit procedures included:
Management is required to perform an annual
• Assessing the appropriateness and consistency of the
impairment review of goodwill held within intangible
identification of Cash Generating Units, (CGUs). Management
assets in accordance with IAS 36. The carrying value of
has identified two CGUs which is consistent with the prior
non-current assets are contingent on future cash flows
year;
of the underlying cash generating units (CGUs) and
there is a risk that if these cash flows do not meet the
Directors’ expectations, the non-current assets will
be impaired.
A particular focus during our testing was the carrying
value of non-current assets of €85.8m in relation to
the Tricoya CGU, due to uncertainty over the timing
and quantum of costs to complete the Hull Plant. No
impairment charge was recorded in the Group’s
financial statements.
• Understanding and auditing management’s impairment
calculations (value-in-use) by performing the following
procedures:
− We evaluated the future cash flow forecasts as per
management’s model and the process by which they were
prepared and approved and tested the mathematical
accuracy of the underlying value in use calculations;
− Recalculating the carrying value of each of the CGUs by
agreeing balances back to the financial records;
− Challenging management’s key assumptions used in the
model for future years including revenue growth, gross
margin, discount rates and long-term growth rate.
• We evaluated the discount rate used in the calculations by
assessing the cost of capital for the Group and comparable
organisations. We involved our valuation experts to determine
a range of acceptable discount rates, with reference to
valuations of similar companies and other relevant external
data and compared this range with the discount rates adopted
by the Group. The discount rates adopted by the Group
were slightly below the discount rates determined by our
valuation experts.
• We performed sensitivity analysis on the key assumptions
within the cash flow forecasts which included sensitising the
discount rate applied to the future cash flows, the long-term
growth rates and profit margins. We also considered the
additional liabilities for uncertainty in respect of the timing
and quantum of costs to complete the Hull plant given the
uncertainty with the main contractor.
• We ascertained the extent to which a change in these
assumptions both individually or in aggregate would
result in impairment and considered the likelihood of
such events occurring.
Overall, we are satisfied that no impairment of non-current
assets is required but that certain assumptions that are sensitive
to change, could give rise to an impairment. Accordingly, we are
satisfied that the disclosures included within the Annual Report
are appropriate.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Independent Auditors’ Report continued
to the members of Accsys Technologies PLC
Key audit matters continued
Key audit matter
How our audit addressed the key audit matter
Cost capitalisation of Property, Plant and
Equipment (Group) – (see note 17 to the
Group’s financial statements)
During the year the construction of the Hull
Our audit procedures focused on the construction of the Hull plant and
plant and 4th reactor in Arnhem continued.
included the following:
Of the total capitalisation during the year
amounting to €20.7m (FY20: €22.6m), the
Group has capitalised €14.5m (FY20: €19.3m) of
costs on the construction of the Tricoya® plant
in Hull. The capitalisation of expenditure in Hull
is deemed a significant risk because the amount
is material and there is some judgement over
the percentage of completion at the year end.
The costs capitalised in Arnhem are not deemed
a significant risk in our audit as the group
has been constructing the various reactors
of this facility for a number of years. Most of
the Arnhem costs are external costs and not
significantly material in comparison to the
Hull plant.
• Substantively verified a sample of external costs capitalised to
supporting documentation to ensure they meet the capitalisation
criteria of IAS 16;
• Challenging management’s assessment to ensure costs sampled were
directly attributable to the projects. We confirmed that the majority
of the costs were external and the value of internal costs capitalised
was immaterial;
• Discussions with the CFO, project manager and cost controller
including performing site visits to understand the stage of completion
of the project and considered project milestones achieved with
the inspection of Board minutes and other documents to ensure
consistency; and
• Obtained confirmation from the Group’s external legal counsel in
respect of the purported termination by the main contract of the
contract to complete the Hull plant.
We considered the overall capitalisation and the accounting thereof in
light of our understanding from the evidence obtained. Based on our
procedures, we consider the capitalisation of costs during the year to
31 March 2021 to be appropriate.
Impact of COVID-19 (Group and parent)
Management considered the following areas
Our procedures on going concern are considered in the separate Key
that might be impacted directly by COVID-19 in
Audit Matter above ‘Going Concern’.
the financial statements:
Our work on impairment is considered in the separate Key Audit Matter
– Going concern; and
above ‘Impairment of non-current assets’.
– Impairment of assets, specifically the carrying
We performed additional procedures to assess any implications over the
value of the CGUs.
control environment arising from the impact of the pandemic, including
Management’s assessment of going concern
is considered in more detail in the Key Audit
Matter above along with their assessment of
the impairment of assets.
inquiries regarding the operation of IT and other key business processes
especially purchase and payables, and whether there had been any impact
on the Group. Based on the inquiries performed and the results of our
audit procedures, we did not identify any evidence of deterioration in the
control environment.
We increased the frequency and extent of our oversight over the
component audit team, using video conferencing and remote working
paper reviews, to satisfy ourselves as to the appropriateness of audit
work performed.
We considered the appropriateness of management disclosures in
the financial statements in respect of the impact of COVID-19 and the
increased uncertainty on certain accounting estimates and consider
these to be appropriate.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion
on the financial statements as a whole, taking into account the structure of the Group and the Company,
the accounting processes and controls, and the industry in which they operate.
The Group’s accounting process is structured around a central finance function in the UK. The accounting
records for each of the territories in which the Group operates is managed through the central finance
function except for the Netherlands entity which maintains their own accounting records and controls and
reports to the central finance function in the UK through the submission of management reporting packs.
We used a component auditor from PwC Netherlands to perform the audit of complete financial information
in respect of the subsidiary in that territory who are familiar with the local laws and regulations.
In order to direct and supervise the Group audit, the Group engagement team sent detailed instructions
to the component audit team. This included communication of the areas of focus and other required
communications. Given the restrictions on overseas travel as a result of COVID-19, the Group engagement
team increased the frequency and extent of oversight over the component audit work. This included
regular video conferences and remote working paper reviews to direct and supervise the work of these
teams, and to satisfy ourselves as to the appropriateness of the audit work performed. The Group audit
team also joined remotely the audit clearance meeting for the component audited by PwC Netherlands.
The Group consolidation, financial statement disclosures and a number of complex items were audited
by the Group engagement team at the head office. These included the going concern assessment, share-
based payments, tax accounting and impairment assessment in respect of non-current assets. Taken
together, these procedures gave us the evidence we needed for our opinion on the financial statements
as a whole.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually and
in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole
as follows:
Financial statements – Group
Financial statements – Company
Overall
materiality
€900,000 (2020: €800,000).
€800,000 (2020: €760,000).
How we
Approximately 1% of total revenue
1% of total assets, restricted by Group materiality
determined it
allocation to the components including that to
the Company.
Rationale for
Given that the business is in a growth stage, revenue
The parent Company is a non-trading holding
benchmark
was considered the most appropriate measure used
company and accordingly we conclude that total
applied
and is a generally accepted benchmark.
assets is an appropriate benchmark.
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
Independent Auditors’ Report continued
to the members of Accsys Technologies PLC
Materiality continued
For each component in the scope of our Group audit, we allocated a materiality that is less than our
overall Group materiality. The range of materiality allocated across components was between €290,000
and €800,000.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we
use performance materiality in determining the scope of our audit and the nature and extent of our
testing of account balances, classes of transactions and disclosures, for example in determining sample
sizes. Our performance materiality was 75% of overall materiality, amounting to €675,000 for the Group
financial statements and €600,000 for the Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded
that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our
audit above €45,000 (group audit) (2020: €40,000) and €40,000 (company audit) (2020: €38,000) as
well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group's and the Company’s ability to continue to adopt
the going concern basis of accounting included:
• Understanding of the approach adopted by management through discussions with appropriate
individuals within and outside the finance function and in particular with the Group CFO;
• Testing the integrity of the model used for management’s going concern assessment covering the
period through to 30 June 2022, by recalculating certain outputs and checking the mathematical
accuracy of the formulas within the model. We also performed the following:
— agreeing the forecasts to the FY22 Board approved budget;
— testing the accuracy of the inputs of the model by agreeing back to source documentation; and
— obtaining loan agreements for covenant calculations and recomputing financial covenants in
the model.
• Challenging the key assumptions included in the model, namely:
— the completion of the Hull Plant including the uncertainty over the quantum and timing of the
completion of the facility and the cash flows assumed in the model given the recent purported
termination of the construction contract with the contractor. Further, considering the
appropriateness of contingencies held and possible additional liabilities and cash outflows
within the going concern period arising from this development; and
— management’s ability to achieve the forecast selling price increase in respect of the operations
in Arnhem.
• Using our knowledge from the audit and the assessment of management’s ability to forecast accurately,
we applied our own stress test to management's downside cash flow forecasts and in particular to the
timing and additional cost for completion of the Hull plant and uncertainty in respect of conclusion
with the contractor in light of the purported termination of the contract. We considered the potential
mitigating actions included in management’s downside case and assessed whether those are within the
control of the Group.
• We have challenged management on the appropriateness of disclosures within the Annual Report in
Note 1 of the Group and Company financial statements in respect of going concern and are satisfied
that they are appropriate.
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 and the
Company’s ability to continue as a going concern for a period of at least 12 months from when the financial
statements are authorised for issue.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee
as to the Group's and the Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described
in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial
statements and our auditors’ report thereon. The Directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, accordingly, we do not
express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of
assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If
we identify an apparent material inconsistency or material misstatement, we are required to perform
procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. 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 based on these responsibilities.
With respect to the Strategic Report and Directors' Report, we also considered whether the disclosures
required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to
report certain opinions and matters as described below.
Strategic Report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the
Strategic Report and Directors' Report for the year ended 31 March 2021 is consistent with the financial
statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained
in the course of the audit, we did not identify any material misstatements in the Strategic Report and
Directors' Report.
Directors’ Remuneration
In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared
in accordance with the Companies Act 2006.
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Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities in respect of the financial
statements, the Directors are responsible for the preparation of the financial statements in accordance
with the applicable framework and for being satisfied that they give a true and fair view. The Directors
are also 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.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the
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 Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ 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 auditors’ 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 (UK) 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-
compliance with laws and regulations related to UK tax legislation, UK employment legislation and
equivalent local laws and regulations applicable to the significant component team, and we considered
the extent to which non-compliance might have a material effect on the financial statements. We also
considered those laws and regulations that have a direct impact on the financial statements such as
the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls), and determined
that the principal risks were related to posting inappropriate journal entries to achieve desired financial
results and management bias in accounting estimates. The Group engagement team shared this risk
assessment with the component auditor so that they could include appropriate audit procedures in
response to such risks in their work. Audit procedures performed by the Group engagement team and/or
component auditor included:
• Gaining an understanding of the legal and regulatory framework applicable to the Group and the
industry in which it operates, and considering the risk of acts by the Group which were contrary to
applicable laws and regulations, including fraud. We held discussions with Group management and
the Group’s legal counsel, including consideration of known or suspected instances of non-compliance
with laws and regulation, that could give rise to a material misstatement in the Group and Company
financial statements.
• Challenging assumptions and judgments made by management in its significant accounting estimates,
in particular in relation to the going concern assessment, capitalisation of property, plant and
equipment and impairment of non-current assets (see related key audit matters above).
• We did not identify any key audit matters relating to irregularities, including fraud. We also
addressed the risk of management override of internal controls, including testing journals, and
evaluated whether there was evidence of bias by the Directors that represented a risk of material
misstatement due to fraud.
There are inherent limitations in the audit procedures described above. We are less likely to become
aware of instances of non-compliance with laws and regulations that are not closely related to events and
transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances,
possibly using data auditing techniques. However, it typically involves selecting a limited number of items
for testing, rather than testing complete populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us
to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on
the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body
in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not,
in giving these opinions, accept or assume responsibility for any other purpose or to any other person
to whom this report is shown or into whose hands it may come save where expressly agreed by our prior
consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit
have not been received from branches not visited by us; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• the Company financial statements and the part of the Directors' Remuneration Report to be audited
are not in agreement with the accounting records and returns; or
• a corporate governance statement has not been prepared by the Company.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the Directors on
1 April 2011 to audit the financial statements for the year ended 31 March 2011 and subsequent
financial periods. The period of total uninterrupted engagement is 11 years, covering the years ended
31 March 2011 to 31 March 2021.
Richard Porter (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
21 June 2021
110
111
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2021
Consolidated Statement of Financial Position
as at 31 March 2021
2021 €'000
Exceptional
items and
other
adjustments*
Note
Underlying
91,095
2,091
419
6,198
–
–
–
–
2020 €'000
Exceptional
items and
other
adjustments*
Total
–
–
82,836
512
3,200
3,493
Total Underlying
91,095
82,836
2,091
419
512
293
6,198
7,268
–
7,268
3
99,803
–
99,803
90,909
3,200
94,109
(66,714)
–
(66,714)
(63,402)
–
(63,402)
33,089
–
33,089
27,507
3,200
30,707
(28,559)
103
(28,456)
(26,143)
(165)
(26,308)
4,530
103
4,633
1,364
3,035
4,399
1
–
1
–
–
–
(3,250)
(900)
(4,150)
(3,517)
626
(2,891)
4
8
10
11
Accoya® wood revenue
Tricoya® panel revenue
Licence revenue
Other revenue
Total revenue
Cost of sales
Gross profit
Other operating costs
Operating profit
Finance income
Finance expense
Share of net loss from joint venture
accounted for using the equity method
28
Profit/(Loss) before taxation
(144)
1,137
–
(797)
(144)
340
–
–
–
(2,153)
3,661
1,508
Tax (expense)
12
(1,251)
–
(1,251)
(454)
Profit/(Loss) for the year
(114)
(797)
(911)
(2,607)
(177)
3,484
(631)
877
Items that may be reclassified to profit or loss
Gain/(loss) arising on translation
of foreign operations
Gain/(loss) arising on foreign
currency cash flow hedges
Total other comprehensive income/(loss)
5
–
5
–
5
192
192
192
197
(11)
–
(11)
–
(11)
(280)
(280)
(280)
(291)
586
Total comprehensive gain/(loss) for the year
(109)
(605)
(714)
(2,618)
3,204
Total comprehensive gain/(loss) for
the year is attributable to:
Owners of Accsys Technologies PLC
Non-controlling interests
Total comprehensive gain/(loss)
for the year
Basic and diluted profit/(loss)
1,279
(1,388)
(605)
674
(1,080)
3,204
2,124
–
(1,388)
(1,538)
–
(1,538)
(109)
(605)
(714)
(2,618)
3,204
586
per ordinary share
14
€0.01
€0.00
€(0.01)
€0.02
The notes on pages 116 to 157 form an integral part of these financial statements.
* See note 5 for details of exceptional items and other adjustments.
Registered Company 05534340
Non-current assets
Intangible assets
Investment accounted for using the equity method
Property, plant and equipment
Right of use assets
Financial asset at fair value through profit or loss
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Corporation tax receivable
Derivative financial instrument
Current liabilities
Trade and other payables
Obligation under lease liabilities
Short term borrowings
Corporation tax payable
Derivative financial instrument
Net current assets
Non-current liabilities
Obligation under lease liabilities
Other long term borrowing
Net assets
Equity
Share capital
Share premium account
Other reserves
Accumulated loss
Own shares
Foreign currency translation reserve
Capital value attributable to owners of Accsys Technologies PLC
Non-controlling interest in subsidiaries
Total equity
Note
16
28
17
18
19
22
23
24
18
29
18
29
25
26
9
2021
€'000
10,865
326
139,557
4,859
–
155,607
12,262
12,314
47,598
183
134
72,491
(29,810)
(948)
(9,664)
(1,863)
–
(42,285)
30,206
(4,584)
(44,626)
(49,210)
136,603
8,466
189,598
114,635
(213,263)
(36)
37
99,437
37,166
136,603
2020
€'000
10,986
–
122,123
4,536
–
137,645
16,932
15,308
37,238
283
–
69,761
(16,867)
(859)
(5,265)
(640)
(330)
(23,961)
45,800
(4,262)
(52,048)
(56,310)
127,135
8,114
186,390
112,551
(214,394)
–
32
92,693
34,442
127,135
The financial statements on pages 112 to 157 were approved by the Board of Directors on 21 June 2021 and
signed on its behalf by
Robert Harris
Director
William Rudge
Director
The notes on pages 116 to 157 form an integral part of these financial statements.
112
113
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
Consolidated Statement of Changes in Equity
for the year ended 31 March 2021
Consolidated Statement of Cash Flow
for the year ended 31 March 2021
Share
capital
Ordinary
€000
Share
premium
€000
Other
reserves
€000
Own
Shares
€000
Foreign
currency
translation
reserve
€000
Accumulated
Loss
€000
Total equity
attributable
to equity
shareholders
of the
Company
€000
Non-
Controlling
interests
€000
Total
Equity
€000
Profit/(loss) before taxation and before exceptional
items and other adjustments
Adjustments for:
Amortisation of intangible assets
5,900
145,429
109,521
(9)
43
(217,424)
43,460
30,123
73,583
Depreciation of property, plant and equipment, and right of use assets
Balance at
1 April 2019
Total comprehensive
income/(expense) for
the period
Share based
payments
–
–
Shares issued
2,214
–
(280)
–
–
–
–
–
–
Premium on shares
issued
Share issue costs
Issue of subsidiary
shares to non-
–
–
44,281
(3,320)
controlling interests
–
–
3,310
Balance at
31 March 2020
8,114
186,390
112,551
Total comprehensive
income/(expense) for
the period
Share based
payments
–
–
Shares issued
352
–
–
–
Premium on shares
issued
Share issue costs
Issue of subsidiary
shares to non-
–
–
3,215
(7)
192
–
–
–
–
–
–
9
–
–
–
–
–
–
(36)
–
–
controlling interests
–
–
1,892
–
Balance at
(11)
2,415
2,124
(1,538)
586
–
–
–
–
–
615
–
–
–
–
615
2,223
44,281
(3,320)
–
–
–
–
615
2,223
44,281
(3,320)
3,310
5,857
9,167
32
(214,394)
92,693
34,442
127,135
5
–
–
–
–
–
477
674
(1,388)
(714)
717
(63)
–
–
–
717
253
3,215
(7)
–
–
–
–
717
253
3,215
(7)
1,892
4,112
6,004
Net finance expense
Equity-settled share-based payment expenses
Accsys portion of Licence fee received from joint venture
Share of net loss of joint venture
Currency translation loss/(gains)
Cash inflows from operating activities before
changes in working capital and exceptional items
Exceptional Items in operating activities (see note 5)
Cash inflows from operating activities before changes in working capital
(Increase) in trade and other receivables
(Decrease)/Increase in deferred income
Decrease/(Increase) in inventories
Increase/(Decrease) in trade and other payables
Net cash generated from operating activities before tax
Tax received
Net cash from operating activities
Cash flows from investing activities
Interest received
Investment in property, plant and equipment
Foreign exchange deal settlement related to hedging of Hull Capex
Investment in intangible assets
Investment in joint venture
Net cash (used in) investing activities
31 March 2021
8,466
189,598
114,635
(36)
37
(213,263)
99,437
37,166
136,603
Cash flows from financing activities
Share capital is the amount subscribed for shares at nominal value (note 25).
Share premium account represents the excess of the amount subscribed for share capital over the
nominal value of these shares, net of share issue expenses. Share issue expenses comprise the costs
in respect of the issue by the Company of new shares.
Own shares include 727,250 shares issued as part of the Company’s reward, incentivisation and
retention strategy and in light of the Coronavirus (COVID-19) pandemic, in lieu of cash bonuses
for the year ended 31 March 2020. These shares shall vest if the employees, including the Executive
Directors, remain in employment with the Company to the vesting date, being 1 July 2021.
See note 26 for details concerning Other reserves.
Non-controlling interests relates to the investment of various parties into Tricoya Technologies
Limited and Tricoya UK Limited (notes 9 and 27).
Foreign currency translation reserve arises on the re-translation of the Group’s USA subsidiary’s
net assets which are denominated in a different functional currency, being US dollars.
Proceeds from loans
Other finance costs
(Repayment of) trade facility draw down
Interest Paid
Repayment of lease liabilities
Repayment of loans/rolled up interest
Proceeds from issue of share capital
Proceeds from issue of subsidiary shares to non-controlling interests
Share issue costs
Net cash from financing activities
Net increase in cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents
Opening cash and cash equivalents
Closing cash and cash equivalents
2021
€'000
1,137
803
4,934
3,352
717
600
144
110
11,797
–
11,797
(159)
(42)
4,670
3,864
20,130
71
20,201
5
(11,674)
(258)
(682)
(1,070)
(13,679)
–
(80)
–
(1,831)
(1,308)
(2,474)
3,468
6,004
(7)
3,772
10,294
66
37,238
47,598
2020
€'000
(2,153)
664
4,939
3,352
615
–
–
(79)
7,338
3,200
10,538
(2,427)
190
(2,924)
(3,164)
2,213
165
2,378
19
(22,040)
307
(861)
–
(22,575)
4,500
(79)
(1,825)
(2,370)
(1,022)
(2,942)
46,504
9,167
(3,320)
48,613
28,416
(35)
8,857
37,238
Accumulated losses represent the cumulative loss of the Group attributable to the owners of the parent.
The notes on pages 116 to 157 form an integral part of these financial statements.
The notes on pages 116 to 157 form an integral part of these financial statements.
114
115
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Notes to the Financial Statements
for the year ended 31 March 2021
1. Accounting Policies
Basis of accounting
The Group’s financial statements have been prepared under the historical cost convention (except for
certain financial instruments and equity investments which are measured at fair value), in accordance
with international accounting standards in conformity with the requirements of the Companies Act 2006
and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union.
Going Concern
These consolidated financial statements are prepared on a going concern basis, which assumes that the
Group will continue in operational existence for the foreseeable future, and at least 12 months from the
date these financial statements are approved.
As part of the Group’s going concern review, the Directors have assessed the Group’s trading forecasts
and working capital requirements for the foreseeable future under a base case scenario taking into
account the Group’s financial resources including the current cash position and banking and finance
facilities which are currently in place (see note 29 for details of these facilities) and the possible further
impact of COVID-19.
The Directors have also assessed a severe but plausible downside scenario with reduced sales volumes
and lower gross margin. These forecasts indicate that, in order to continue as a going concern, the Group
is dependent on achieving certain operating performance measures relating to the production and sales
of Accoya® wood from the plant in Arnhem with the collection of on-going working capital items in line with
internally agreed budgets.
The Directors have also considered the possible amount and timing of capital expenditure required
to complete the Tricoya® plant in Hull following the recent purported termination of the engineering,
procurement and construction contract by the main contractor. This has been considered together with
the current expansion of the Arnhem operation and intended investment in the USA, noting that the
full forecast project costs have not yet been committed to. There are a sufficient number of alternative
actions and measures within the control of the Group that can and would be taken in order to ensure
on-going liquidity including reducing/deferring costs in some discretionary areas as well as larger capital
projects if necessary.
The Directors believe that while some uncertainty always inherently remains in achieving the budget, in
particular in relation to market conditions outside of the Group’s control and uncertainty over future cash
flows in completing the Hull plant construction as set out above, together with the continued heightened
risk that COVID-19 entails, there is sufficient liquidity under the severe but plausible downside such that
there is no material uncertainty with respect to going concern. Therefore the Directors believe that the
going concern basis is the most appropriate on which to prepare the financial statements.
Exceptional Items
Exceptional items are events or transactions that fall outside the ordinary activities of the Group and
which by virtue of their size or incidence, have been separately disclosed in order to improve a reader’s
understanding of the financial statements. These include items relating to the restructuring of a
significant part of the Group, impairment losses (or the reversal of previously recorded exceptional
impairments), expenditure relating to the integration and implementation of significant acquisitions and
other one-off events or transactions. See note 5 for details of exceptional items.
Business combinations
Where the Company has the power, either directly or indirectly, to govern the financial and operating
policies of another entity or business so as to obtain benefits from its activities, it is classified as a
subsidiary. The consolidated financial statements present the results of the Group as if they formed
a single entity. Inter-company transactions and balances between Group companies are therefore
eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the
purchase method. In the consolidated statement of financial position, the acquirer’s identifiable assets,
liabilities, and contingent liabilities are initially recognised at their fair values at the acquisition date. The
results of acquired operations are included in the consolidated statement of comprehensive income from
the date on which control is obtained.
As allowed under IFRS 1, some business combinations effected prior to transition to IFRS, were accounted
for using the merger method of accounting. Under this method, assets and liabilities are included in the
consolidation at their book values, not fair values, and any differences between the cost of investment and
net assets acquired were taken to the merger reserve. The majority of the merger reserve arose from a
corporate restructuring in the year ended 31 March 2006 which introduced Accsys Technologies PLC as
the new holding company.
Further details concerning the Tricoya® Consortium are included in note 9.
Revenue from contracts with customers
Revenue is measured at the fair value of the consideration receivable. Revenue is recognised to the
extent that it is highly probable that a significant reversal will not occur based on the consideration in
the contract. The following specific recognition criteria must also be met before revenue is recognised.
Manufacturing revenue
Revenue is recognised from the sale of goods and is measured at the amount of the transaction price
received in exchange for transferring goods. The transaction price is the expected consideration
to be received, to the extent that it is highly probable that there will not be a significant reversal of
revenue in the future. Revenue is recognised when the Group’s performance obligations under the
relevant customer contract have been satisfied. Manufacturing revenue includes the sale of Accoya®
wood, Tricoya® panels and other revenue, principally relating to the sale of acetic acid.
Licensing fees and Marketing income
Licence fees and marketing income are recognised over the period of the relevant agreements
according to the specific terms of each agreement or the quantities and/or values of the licensed
product sold. The accounting policy for the recognition of licence fees is based upon satisfaction
of the performance obligations set out in the contract such as an assessment of the work required
before the licence is signed and subsequently during the design, construction and commissioning
of the licensees’ plant, with an appropriate proportion of the fee recognised upon signing and the
balance recognised as the project progresses to completion. Marketing revenue, when the Company
acts as principal, is recognised based on the actual work completed in the period. The amount of
any cash or billings received but not recognised as income is included in the financial statements
as deferred income and shown as a liability.
Finance income
Interest accrues using the effective interest method, i.e. the rate that discounts estimated future
cash receipts through the expected life of the financial instrument to the net carrying amount of
the financial asset.
116
117
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
1. Accounting Policies continued
Finance expenses and borrowing costs
Finance expenses include the fees, interest and other finance charges associated with the Group’s loan
notes and credit facilities, which are expensed over the period that the Group has access to the loans
and facilities.
Foreign exchange gains or losses on the loan notes are included within finance expenses.
Interest on borrowings directly relating to the construction or production of qualifying assets are
capitalised until such time as the assets are substantially ready for their intended use or sale. Where
funds have been borrowed specifically to finance a project, the amount capitalised represents the actual
borrowing costs incurred. Where the funds used to finance a project form part of general borrowings,
the amount capitalised is calculated using a weighted average of rates applicable to relevant general
borrowings of the Group during the construction period.
Share based payments
The Company awards nil cost options to acquire ordinary shares in the capital of the Company to certain
Directors and employees. The Company has also previously awarded bonuses to certain employees in the
form of the award of deferred shares of the Company.
In addition the Company has established an Employee Share Participation Plan under which employees
subscribe for new shares which are held by a trust for the benefit of the subscribing employees. The shares
are released to employees after one year, together with an additional, matching share on a 1 for 1 basis.
The fair value of options and deferred shares granted are recognised as an employee expense with
a corresponding increase in equity. The fair value is measured at grant date and is charged to the
consolidated statement of comprehensive income over the vesting period during which the employees
become unconditionally entitled to the options or shares.
The fair value of share options granted is measured using a modified Black-Scholes model, taking into
account the terms and conditions upon which the options were granted. The amount recognised as
an expense is adjusted to reflect the actual number of share options that vest only where vesting is
dependent upon the satisfaction of service and non-market vesting conditions.
Non-market vesting conditions are taken into account by adjusting the number of equity instruments
expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over
the vesting period is based on the number of options which eventually vest. Market vesting conditions are
factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to
achieve a market vesting condition.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are
recognised when paid. Final equity dividends are recognised when approved by the shareholders at an
annual general meeting.
Pensions
The Group contributes to certain defined contribution pension and employee benefit schemes on behalf
of its employees. These costs are charged to the consolidated statement of comprehensive income on an
accruals basis.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the
consolidated statement of comprehensive income except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date together with any adjustment to tax payable in respect
of previous years. Current tax includes the expected impact of claims submitted by the Group to tax
authorities in respect of enhanced tax relief for expenditure on research and development.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. The following temporary
differences are not provided for:
• the initial recognition of goodwill;
• the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than
in a business combination; and
• differences relating to investments in subsidiaries to the extent that they will probably not reverse in
the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting
date. Recognition of deferred tax assets is restricted to the extent that it is probable that future taxable
profits will be available against which the temporary differences can be utilised.
Foreign currencies
The individual financial statements of each Group company are presented in the currency of the
primary economic environment in which it operates (the functional currency). For the purposes of
the consolidated financial statements, the results and financial position of each Group company are
expressed in euro, which is the functional currency of the parent Company, and the presentation currency
of the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than
the entity’s functional currencies are recognised at the rates of exchange prevailing on the dates of the
transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise.
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s
foreign operations are translated at exchange rates prevailing on the reporting date. Income and
expense items are translated at the average monthly exchange rates prevailing in the month in which
the transaction took place. Exchange differences arising, if any, are recognised in other comprehensive
income and accumulated in the foreign currency translation reserve. Such translation differences are
reclassified to profit and loss only on disposal or partial disposal of the overseas operation.
118
119
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 1. Accounting Policies continued
Foreign exchange hedging
The Group has adopted IFRS 9 hedge accounting in respect of the cash flow hedging instruments that it
uses to manage the risk of foreign exchange movements impacting on future cash flows and profitability.
The Group has prospectively assessed the effectiveness of its cash flow hedging using the ‘hedge ratio’
of quantities of cash held in the same currency as future foreign exchange cash flow quantities related to
committed investment in plant and equipment. The Group has undertaken a qualitative analysis to confirm
that an ‘economic relationship’ exists between the hedging instrument and the hedged item. It is also
satisfied that credit risk will not dominate the value changes that result from that economic relationship.
At the end of each reporting period the Group measures the effectiveness of its cash flow hedging
and recognises the effective cash flow hedge results in Other Comprehensive Income and the Hedging
Effectiveness Reserve within Equity, together with its ineffective hedge results in Profit and Loss.
Amounts are reclassified from the Hedging Effectiveness Reserve to Profit and Loss when the associated
hedged transaction affects Profit and Loss. Further details are included in note 5.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant
will be received and the Group will comply with the attached conditions. When the grant relates to an
expense item, it is recognised as income over the period necessary to match the grant on a systematic
basis to the costs that it is intended to compensate. Where the grant relates to an asset they are credited
to a deferred income account and released to the statement of comprehensive income over the expected
useful life of the relevant asset on a straight line basis.
Goodwill
Goodwill arising on the acquisition of a subsidiary undertaking is the difference between the fair value of
the consideration paid and the fair value of the identifiable assets and liabilities acquired. It is capitalised,
and is subject to annual impairment reviews by the Directors. Any impairment arising is charged to the
consolidated statement of comprehensive income. Where the fair value of the identifiable assets and
liabilities acquired is greater than the fair value of consideration paid, the resulting amount is treated as a
gain on a bargain purchase and is recognised in the consolidated statement of comprehensive income.
Joint venture
The Group has entered into a joint venture agreement with Eastman Chemical Company, forming Accoya
USA LLC. The Group applies IFRS 11 for this joint arrangement, and following assessment of the nature of
this joint arrangement, has determined it to be a joint venture. Interest in the joint venture is accounted
for using the equity method, after initially being recognised at cost.
Further details concerning the Accoya USA LLC joint venture with Eastman Chemical Company are
included in note 28.
Other intangible assets
Intellectual property rights, including patents, which cover a portfolio of novel processes and products,
are shown in the financial statements at cost less accumulated amortisation and any amounts by which the
carrying value is assessed during an annual review to have been impaired. At present, the useful economic
life of the intellectual property is considered to be 20 years.
Internal development costs are incurred as part of the Group’s activities including new processes,
process improvements, identifying new species and improving the Group’s existing products. Research
costs are expensed as incurred. Development costs are capitalised when all of the criteria set out in IAS
38 ‘Intangible Assets’ (including criteria concerning technical feasibility, ability and intention to use or sell,
ability to generate future economic benefits, ability to complete the development and ability to reliably
measure the expenditure) have been met. These internal development costs are amortised on a straight
line basis over their useful economic life, between 8 and 20 years.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment
charged. Cost includes the original purchase price of the asset as well as costs of bringing the asset to
the working condition and location of its intended use. Depreciation is provided at rates calculated to
write off the cost less estimated residual value of each asset, except freehold land, over its expected
useful life on a straight line basis, as follows:
Plant and machinery
These assets comprise pilot plants and production facilities. These
facilities are depreciated from the date they become available for
use over their useful lives of between 5 and 20 years
Office equipment
Useful life of between 3 and 5 years
Leased land and buildings
Land held under a finance lease is depreciated over the life of the lease
Freehold land
Freehold land is not depreciated
Impairment of non-financial assets
The carrying amount of non-current non-financial assets of the Group is compared to the recoverable
amount of the assets whenever events or changes in circumstances indicate that the net book value
may not be recoverable, or in the case of goodwill, annually. The recoverable amount is the higher of
value in use and the fair value less cost to sell. In assessing the value in use, the expected future cash
flows from the assets are determined by applying a discount rate to the anticipated pre-tax future cash
flows. An impairment charge is recognised in the consolidated statement of comprehensive income
to the extent that the carrying amount exceeds the assets’ recoverable amount. The revised carrying
amounts are amortised or depreciated in line with Group accounting policies. A previously recognised
impairment loss, other than on goodwill, is reversed if the recoverable amount increases as a result of
a reversal of the conditions that originally resulted in the impairment. This reversal is recognised in the
consolidated statement of comprehensive income and is limited to the carrying amount that would have
been determined, net of depreciation, had no impairment loss been recognised in prior years. Assets are
grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units)
for purposes of assessing impairment.
Leases
To the extent that a right-of-control exists over an asset subject to a lease, a right-of-use asset,
representing the Group’s right to use the underlying leased asset, and a lease liability, representing the
Group’s obligation to make lease payments, are recognised in the consolidated statement of financial
position at the commencement of the lease.
The right-of-use asset is measured initially at cost and includes the amount of initial measurement of the
lease liability, any initial direct costs incurred, including advance lease payments, and an estimate of the
dismantling, removal and restoration costs required in terms of the lease. Depreciation is charged to the
consolidated income statement so as to depreciate the right-of-use asset 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 lease
term shall include the period of an extension option where it is reasonably certain that the option will be
exercised. Where the lease contains a purchase option the asset is written off over the useful life of the
asset when it is reasonably certain that the purchase option will be exercised.
The lease liability is measured at the present value of the future lease payments, including variable lease
payments that depend on an index and the exercise price of purchase options where it is reasonably
certain that the option will be exercised, discounted using the interest rate implicit in the lease, if
readily determinable. If the implicit interest rate cannot be readily determined, the lessee’s incremental
borrowing rate is used. Finance charges are recognised in the consolidated income statement over the
period of the lease.
120
121
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 1. Accounting Policies continued
Lease expenses for leases with a duration of one year or less and low-value assets are not recognised in
the consolidated statement of financial position, and are charged to the consolidated income statement
when incurred. Low-value assets are determined based on quantitative criteria.
The Group has used the following practical expedients permitted by the standard:
• The use of a single discount rate to a portfolio of leases with reasonably similar characteristics
• Reliance on previous assessments on whether leases are onerous
• The use of hindsight in determining the lease term where the contract contains options to extend or
terminate the lease.
Inventories
Raw materials, which consist of unprocessed timber and chemicals used in manufacturing operations,
are valued at the lower of cost and net realisable value. The basis on which cost is derived is a first-in,
first-out basis.
Finished goods, comprising processed timber, are stated at the lower of weighted average cost of
production or net realisable value. Costs include direct materials, direct labour costs and production
overheads (excluding the depreciation/depletion of relevant property and plant and equipment) absorbed
at an appropriate level of capacity utilisation. Net realisable value represents the estimated selling price
less all expected costs to completion and costs to be incurred in selling and distribution.
Fair value measurement
Assets and liabilities that are measured at fair value, or where the fair value of financial instruments
has been disclosed in notes to the financial statements, are based on the following fair value
measurement hierarchy:
–
–
–
level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
level 3 – inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs).
Specific valuation methodologies used to value financial instruments include:
–
–
the fair values of foreign exchange contracts are calculated as the present value of expected future
cash flows based on observable yield curves and exchange rates; and
other techniques, including discounted cash flow analysis, are used to determine the fair values of
other financial instruments
Financial assets
Financial assets and financial liabilities are recognised in the Group’s consolidated statement of financial
position when the Group becomes party to the contractual provisions of the instrument.
Financial assets are initially measured at fair value and in the case of investments not at fair value through
profit or loss, fair value plus directly attributable transaction costs.
Except where a reliable fair value cannot be obtained, unlisted shares held by the Group are classified as
fair value through other comprehensive income and are stated at fair value. Gains and losses arising from
changes in fair value are recognised directly in other comprehensive income, with dividends recognised in
profit or loss. Where it is not possible to obtain a reliable fair value, these investments are held at cost less
provision for impairment.
Loans and receivables, which comprise non-derivative financial assets with fixed and determinable
payments that are not quoted on an active market, are initially recognised at fair value plus transaction
costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised
cost using the effective interest rate method, less provision for impairment.
Trade and other receivables
Trade receivables are initially recognised at fair value and are subsequently measured at amortised
cost using the effective interest rate method, less allowance for impairments. The Group has elected
to apply the IFRS 9 practical expedient option to measure the value of its trade receivables at
transaction price, as they do not contain a significant financing element. The Group applies IFRS 9’s
‘simplified’ approach that requires companies to recognise the lifetime expected losses on its trade
receivables. At the date of initial recognition, the credit losses expected to arise over the lifetime of a
trade receivable are recognised as an impairment and are adjusted, over the lifetime of the receivable,
to reflect objective evidence reflecting whether the Group will not be able to collect its debts.
Cash and cash equivalents
Cash and cash equivalents in the consolidated statement of financial position comprise cash at bank
and in hand and short-term deposits, including liquidity funds, with an original maturity of three
months or less. For the purpose of the statement of consolidated cash flow, cash and cash equivalents
consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
Financial liabilities
Other financial liabilities
Trade payables and other financial liabilities are initially recognised at fair value and subsequently
carried at amortised cost using the effective interest method.
Loans and other borrowings are initially recognised at the fair value of amounts received net of
transaction costs and subsequently measured at amortised cost using the effective interest method.
There have been no modifications to the terms of the Group’s loan agreements requiring disclosure
under IFRS 9.
Share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet
the definition of a financial liability. The Group’s shares are classified as equity instruments.
122
123
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
1. Accounting Policies continued
Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
Chief Executive Officer. The Chief Executive Officer is responsible for allocating resources and assessing
performance of the operating segments and has been identified as steering the committee that makes
strategic decisions.
Alternative Performance Measures
The Group presents certain measures of financial performance, position or cash flows in the Annual
Report and financial statements that are not defined or specified according to IFRS (International
financial reporting standards). These measures, referred to as Alternative Performance Measures
(APMs), are prepared on a consistent basis for all periods presented in this report.
The most significant APMs are:
Net debt
A measure comprising short term and long-term borrowings (including lease obligations) less cash and
cash equivalents. Net debt provides a measure of the Group’s net indebtedness or overall leverage.
Underlying EBITDA
Operating profit/(loss) before Exceptional items and other adjustments, depreciation and
amortisation and includes the Group’s attributable share of our USA joint venture’s underlying
EBITDA. Underlying EBITDA provides a measure of the cash-generating ability of the business that is
comparable from year to year.
Underlying EBIT
Operating profit/(loss) before Exceptional items and other adjustments and includes the Group’s
attributable share of our USA joint venture’s underlying EBIT. Underlying EBIT provides a measure of
the operating performance that is comparable from year to year.
Effective interest rate
Net interest expense (excluding capitalisation of interest) expressed as a percentage of trailing
13-month average net debt provides a measure of the cost of borrowings.
Net Debt/Underlying EBITDA
Net debt divided by trailing 12-month underlying EBITDA. A measure of the Group’s net indebtedness
relative to its cash-generating ability.
Accoya® Manufacturing margin
Accoya® segmental underlying gross profit excluding Accoya® underlying licence revenue and
marketing services expressed as a percentage over Accoya® segmental total revenue excluding
Accoya® underlying licence revenue and marketing services. Accoya® Manufacturing margin provides a
measure of the profitability of the Accoya® operations relative to revenue.
2. Accounting judgements and estimates
Estimates and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
Accounting estimates
Goodwill
The Group tests annually whether goodwill has suffered any impairment in accordance with the
accounting policy stated above. The recoverable amounts of cash-generating units have been
determined based on value in use calculations. These calculations require the use of judgements in
relation to discount rates and future forecasts (See note 16 & 17). The recoverability of these balances
is dependent upon the level of future licence fees and manufacturing revenues. While the scope
and timing of the production facilities to be built under the Group’s existing and future agreements
remains uncertain, the Directors remain confident that revenue from own manufacturing, existing
licensees, new licence or consortium agreements will be generated, demonstrating the recoverability
of these balances.
Intellectual property rights (IPR) and property, plant and equipment
The Group tests the carrying amount of the intellectual property rights and property, plant and
equipment whenever events or changes in circumstances indicate that the net book value may not be
recoverable. These calculations require the use of estimates in respect of future cash flows from the
assets by applying a discount rate to the anticipated pre-tax future cash flows. Within this process,
the Group makes a number of key assumptions including operating margins, discount rates, terminal
growth rates and forecast cash flows. Additional information is disclosed in note 16 & 17, which
highlights the estimates applied in the value-in-use calculations for those CGUs that are considered
most susceptible to changes in key assumptions and the sensitivity of these estimates. The Group also
reviews the estimated useful lives at the end of each annual reporting period (See note 16 & 17). The
price of Accoya® wood and the raw materials and other inputs vary according to market conditions
outside of the Group’s control. Should the price of the raw materials increase greater than the sales
price or in a way which no longer makes Accoya® competitive, then the carrying value of the property,
plant and equipment or IPR may be in doubt and become impaired. The Directors consider that the
current market and best estimates of future prices mean that this risk is limited.
Useful economic lives of property, plant and equipment
The annual depreciation charge for property, plant and equipment is sensitive to changes in the
estimated useful economic lives and residual values of the assets. The useful economic lives and
residual values are reassessed annually. They are amended when necessary to reflect current
estimates, based on technological advancement, future investments, economic utilisation and the
physical condition of the assets. See note 17 for the carrying amount of the property plant and
equipment, and note 1 for the useful economic lives for each class of assets.
Inventories
The Group reviews the net realisable value of, and demand for, its inventory on a monthly basis to
provide assurance that recorded inventory is stated at the lower of cost and net realisable value after
taking into account the age and condition of inventory.
Commercial negotiations
The Group is party to a number of commercial negotiations in the ordinary course of business,
including with relation to construction of the Hull plant. Management consults with internal and
external experts, and utilises its best estimate to account for any relevant financial effect from these
negotiations (including the value of amounts to be capitalised and any payables or provisions required
to settle such negotiations), when they become apparent.
124
125
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
2. Accounting judgements and estimates continued
Accounting judgements
In preparing the Consolidated Financial Statements, management has to make judgments on how to apply
the Group’s accounting policies and make estimates about the future. The critical judgements that have
been made in arriving at the amounts recognised in the Consolidated Financial Statements and the key
sources of uncertainty that have a significant risk of causing a material adjustment to the carrying value of
assets and liabilities in the next financial year are discussed below:
Revenue recognition
The Group has considered the criteria for the recognition of fee income from licensees over the
period of the agreement and is satisfied that the recognition of such revenue is appropriate. The
recognition of fees is based upon satisfaction of the performance obligations set out in the contract
such as an assessment of the work required before the licence is signed and subsequently during the
construction and commissioning of the licensees’ plant, with an appropriate proportion of the fee
recognised upon signing and the balance recognised as the project progresses to completion. The
Group also considers the recoverability of amounts before recognising them as income. Revenue is
recognised to the extent that it is highly probable that a significant reversal will not occur.
Financial asset at fair value through profit or loss
The Group has an investment in listed equity shares carried at nil fair value as a reliable fair value
cannot be obtained since there is no active market for the shares and there is currently uncertainty
around the future funding of the business. The Group makes appropriate enquiries and considers all of
the information available to it in order to determine the fair value (See note 19).
Consolidation of subsidiaries
The Group considers all relevant facts and circumstances when assessing whether it meets the IFRS
10 requirements to consolidate Tricoya Technologies Limited (TTL) and Tricoya UK Limited (Tricoya
UK). The Group has consolidated the results of TTL and Tricoya UK as subsidiaries, as it exercises the
power to govern the entities in accordance with IFRS 10. See note 9.
Joint venture
The Group considers all relevant facts and circumstances when assessing whether it meets the IFRS 11
requirements to account for Accoya USA LLC as a joint venture. The Group has equity accounted for
Accoya USA LLC within these financial statements. See note 28.
New standards and interpretations in issue at the date of authorisation of these
financial statements:
New standards, amendments and interpretations
The following amendments to Standards and a new Interpretation have been adopted for the financial
year beginning on 1 April 2020:
• Definition of Material – Amendments to IAS 1 and IAS 8;
• Definition of Business – Amendments to IFRS 3;
•
Interest Rate Benchmark Reform – Amendments to IFRS 9, IAS 39 and IFRS 7; and
• Revised Conceptual Framework for Financial Reporting
The amendments listed above did not have any impact on the amounts recognised in prior periods and
are not expected to significantly affect the current or future periods.
New standards, amendments and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory
for 31 March 2021 reporting periods and have not been early adopted by the Group. These standards
are not expected to have a material impact on the entity in the current or future reporting periods
and on foreseeable future transactions.
3. Segmental reporting
The Group’s business is the manufacturing of and development, commercialisation and licensing of the
associated proprietary technology for the manufacture of Accoya® wood, Tricoya® wood elements and
related acetylation technologies. Segmental reporting is divided between corporate activities, activities
directly attributable to Accoya®, to Tricoya® or research and development activities.
Accoya®
Accoya® Segment
Year ended 31 March 2021
Year ended 31 March 2020
Exceptional
items & Other
Adjustments
€’000
Underlying
€’000
TOTAL
€’000
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL
€’000
Accoya® wood revenue
Licence revenue
Other revenue
Total Revenue
Cost of sales
Gross profit
Other operating costs
Profit from operations
Profit from operations
Accoya® USA EBITDA
EBIT
Depreciation and amortisation
EBITDA
91,095
400
6,142
97,637
(64,713)
32,924
(15,725)
17,199
17,199
(144)
17,055
4,371
21,426
–
–
–
–
–
–
–
–
–
–
–
–
91,095
82,836
–
82,836
400
6,142
5
7,187
3,200
–
3,205
7,187
97,637
90,028
3,200
93,228
(64,713)
(62,878)
–
(62,878)
32,924
27,150
3,200
30,350
(15,725)
(14,527)
–
(14,527)
17,199
12,623
3,200
15,823
17,199
12,623
3,200
15,823
–
17,199
4,371
21,570
–
12,623
4,323
16,946
–
3,200
–
3,200
–
15,823
4,323
20,146
Revenue includes the sale of Accoya®, licence income and other revenue, principally relating to the sale of
acetic acid and other licensing related income.
All costs of sales are allocated against manufacturing activities in Arnhem unless they can be directly
attributable to a licensee. Other operating costs include all costs associated with the operation of the
Arnhem manufacturing site, including directly attributable administration, sales and marketing costs.
See note 5 for explanation of Exceptional items and other adjustments.
Average headcount = 140 (2020: 130)
126
127
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
3. Segmental reporting continued
The below table shows details of reconciling items to show both Accoya® EBITDA and Accoya®
Manufacturing gross profit, both including and excluding licence and licensing related income,
which has been presented given the inclusion of items which can be more variable or one-off.
Accoya® segmental underlying EBITDA
Accoya® underlying Licence revenue
Other income, predominantly for marketing services
Accoya® segmental underlying EBITDA (excluding. Licence Income)
Accoya® segmental underlying gross profit
Accoya® underlying Licence revenue
Other income, predominantly for marketing services
Accoya® manufacturing gross profit
Accoya® Manufacturing Margin
Tricoya®
2021
€'000
21,426
(400)
–
21,026
32,924
(400)
–
32,524
33.4%
Year ended 31 March 2021
Year ended 31 March 2020
Tricoya® Segment
Exceptional
items & Other
Adjustments
€’000
Underlying
€’000
Tricoya® panel revenue
Licence revenue
Other revenue
Total Revenue
Cost of sales
Gross profit
Other operating costs
Loss from operations
Loss from operations
Depreciation and amortisation
EBITDA
Exceptional
items & Other
Adjustments
€’000
Underlying
€’000
2,091
19
56
2,166
(2,001)
165
(3,668)
(3,503)
(3,503)
563
(2,940)
–
–
–
–
–
–
103
103
103
–
103
TOTAL
€’000
2,091
19
56
2,166
512
288
81
881
(2,001)
(524)
165
(3,565)
(3,400)
357
(3,607)
(3,250)
(3,400)
(3,250)
563
397
(2,837)
(2,853)
–
–
–
–
–
–
(165)
(165)
(165)
–
(165)
2020
€'000
16,946
(5)
(168)
16,773
27,150
(5)
(168)
26,977
30.0%
TOTAL
€’000
512
288
81
881
(524)
357
(3,772)
(3,415)
(3,415)
397
(3,018)
Revenue and costs are those attributable to the business development of the Tricoya® process and
establishment of Tricoya® Hull Plant.
See note 5 for explanation of Exceptional items and other adjustments.
Average headcount = 22 (2020: 17), noting a substantial proportion of the costs to date have been
incurred via recharges from other parts of the Group or have resulted from contractors.
Corporate
Corporate Segment
Year ended 31 March 2021
Year ended 31 March 2020
Exceptional
items & Other
Adjustments
€’000
Underlying
€’000
TOTAL
€’000
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL
€’000
Accoya® wood revenue
Licence revenue
Other revenue
Total Revenue
Cost of sales
Gross result
Other operating costs
Loss from operations
Loss from operations
Depreciation and amortisation
EBITDA
–
–
–
–
–
–
(8,048)
(8,048)
(8,048)
715
(7,333)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(8,048)
(8,048)
(6,786)
(6,786)
(8,048)
(6,786)
715
731
(7,333)
(6,055)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(6,786)
(6,786)
(6,786)
731
(6,055)
Corporate costs are those costs not directly attributable to Accoya®, Tricoya® or Research
and Development activities. This includes management and the Group’s corporate and general
administration costs including the head office in London. See note 5 for explanation of Exceptional
items and other adjustments.
Average headcount = 29 (2020: 23)
Research and Development
Research & Development Segment
Year ended 31 March 2021
Year ended 31 March 2020
Exceptional
items & Other
Adjustments
€’000
Underlying
€’000
TOTAL
€’000
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL
€’000
Accoya® wood revenue
Licence revenue
Other revenue
Total Revenue
Cost of sales
Gross result
Other operating costs
Loss from operations
Loss from operations
Depreciation and amortisation
EBITDA
–
–
–
–
–
–
(1,118)
(1,118)
(1,118)
88
(1,030)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(1,118)
(1,118)
(1,118)
88
(1,030)
–
–
–
–
–
–
(1,223)
(1,223)
(1,223)
152
(1,071)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(1,223)
(1,223)
(1,223)
152
(1,071)
Research and Development costs are those associated with the Accoya® and Tricoya® processes. Costs
exclude those which have been capitalised in accordance with IFRS (see note 16).
Average headcount = 9 (2020: 9)
128
129
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 3. Segmental reporting continued
Total
Analysis of Revenue by geographical area of customers:
Accoya®/Tricoya® revenue
Licence revenue
Other revenue
Total Revenue
Cost of sales
Gross profit
Other operating costs
Profit from operations
Finance income
Finance expense
Total
Year ended 31 March 2021
Year ended 31 March 2020
Exceptional
items & Other
Adjustments
€’000
Underlying
€’000
TOTAL €’000
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL €’000
93,186
419
6,198
99,803
(66,714)
33,089
(28,559)
4,530
1
–
–
–
–
–
–
103
103
–
93,186
83,348
–
83,348
419
6,198
293
7,268
3,200
–
3,493
7,268
99,803
90,909
3,200
94,109
(66,714)
(63,402)
–
(63,402)
33,089
27,507
3,200
30,707
(28,456)
(26,143)
(165)
(26,308)
4,633
1,364
3,035
4,399
1
–
–
626
–
–
(2,891)
–
–
(2,153)
3,661
1,508
(3,250)
(900)
(4,150)
(3,517)
Investment in joint venture
Profit/(Loss) before taxation
(144)
1,137
–
(797)
(144)
340
See note 5 for details of Exceptional items and other adjustments.
Reconciliation of underlying earnings
Year ended 31 March 2021
Year ended 31 March 2020
Exceptional
items & Other
Adjustments
€’000
Underlying
€’000
4,530
(144)
4,386
5,737
10,123
103
–
103
–
103
Exceptional
items & Other
Adjustments
€’000
Underlying
€’000
1,364
3,035
–
–
TOTAL
€’000
4,633
–
TOTAL
€’000
4,399
–
4,633
1,364
3,035
4,399
5,737
10,370
5,603
6,967
–
5,603
3,035
10,002
Profit from operations
Accoya® USA EBITDA
EBIT
Depreciation and amortisation
EBITDA
UK and Ireland
Rest of Europe
Americas
Benelux
Asia-Pacific
Rest of World
2021
€'000
41,890
27,187
13,170
9,701
7,360
495
2020
€'000
39,208
24,962
10,949
8,510
6,293
987
99,803
90,909
Revenue generated from two customers exceeded 10% of Group revenue of 2021. These two customers
represented 36% and 40% of the revenue from the United Kingdom and Ireland, relating to Accoya®
revenue. Revenue generated from three customers exceeded 10% of Group revenue of 2020. This
included 62% of the revenue from the rest of Europe and relates to a mixture of Accoya®, Licensing, and
Other Revenue. In addition, two other customers represented 33% and 35% respectively, of the revenue
from the United Kingdom and Ireland and relate to Accoya® revenue.
Assets and liabilities on a segmental basis:
Non-current assets
Current assets
Current liabilities
Net-current assets/(liabilities)
Non-current liabilities
Net assets/(liabilities)
Non-current assets
Current assets
Current liabilities
Net-current assets/(liabilities)
Non-current liabilities
Net assets/(liabilities)
Accoya®
2021
€'000
64,994
34,752
(16,706)
18,046
(21,798)
61,242
Accoya®
2020
€'000
62,143
38,777
(11,692)
27,085
(27,740)
61,488
Tricoya®
2021
€'000
85,696
13,134
(18,933)
(5,799)
(9,990)
69,907
Tricoya®
2020
€'000
70,638
10,896
(9,407)
1,489
(8,727)
63,400
Corporate
2021
€'000
4,620
19,567
(6,576)
12,991
(17,262)
349
Corporate
2020
€'000
4,773
15,330
(2,833)
12,497
(19,843)
(2,573)
Analysis of non-current assets (Other than financial assets and deferred tax):
UK
Other countries
Un-allocated – Goodwill
R&D
2021
€'000
297
5,038
(70)
4,968
(160)
5,105
R&D
2020
€'000
91
4,758
(29)
4,729
–
4,820
2021
€'000
90,344
61,032
4,231
155,607
TOTAL
2021
€'000
155,607
72,491
(42,285)
30,206
(49,210)
136,603
TOTAL
2020
€'000
137,645
69,761
(23,961)
45,800
(56,310)
127,135
2020
€'000
75,435
57,979
4,231
137,645
The segmental assets in the current year were predominantly held in the UK and mainland Europe (Prior
Year UK and mainland Europe). Additions to property, plant, equipment and intangible assets in the
current year were predominantly incurred in the UK and mainland Europe (Prior Year UK and mainland
Europe). There are no significant intersegment revenues.
130
131
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 4. Other operating costs
Other operating costs consist of the operating costs, other than the cost of sales, associated with the
operation of the plant in Arnhem, the offices in Dallas and London and certain pre-operating costs
associated with the plant in Hull:
Sales and marketing
Research and development
Other operating costs
Administration costs
Exceptional Items and other adjustments
Other operating costs excluding depreciation and amortisation
Depreciation and amortisation
Total other operating costs
2021
€'000
3,847
1,030
6,013
11,932
(103)
22,719
5,737
28,456
2020
€'000
3,295
1,071
6,742
9,432
165
20,705
5,603
26,308
Administrative costs include costs associated with Business Development and Legal departments,
Intellectual Property as well as Human Resources, IT, Finance, Management and General Office and
includes the costs of the Group’s head office costs in London and the US Office in Dallas.
The total cost of €22,719,000 in the current period includes €3,002,000 in respect of the Tricoya®
segment, compared to €3,375,000 in the previous year.
Group average headcount increased from 179 in the year to 31 March 2020, to 199 in the year to
31 March 2021.
During the period, €682,000 (2020: €860,000) of internal development and patent related costs were
capitalised and included in intangible fixed assets, including €524,000 (2020: €701,000) which were
capitalised within Tricoya Technologies Limited (TTL). In addition €336,000 of internal costs have been
capitalised in relation to our current Arnhem Accoya® plant expansion project (2020: €204,000) and
€38,000 of internal costs have been capitalised in relation to our plant build in Hull, UK (2020: €44,000).
Both are included within tangible fixed assets.
5. Exceptional items and other adjustments
Cerdia contract termination fee – Licence revenue
Total exceptional items
Foreign exchange differences arising on Tricoya®
& Corporate cash held – Operating costs
Foreign exchange differences arising on Loan Notes – including in Finance expense
Foreign exchange differences on Tricoya® & Corporate cash held –
Other comprehensive income/(loss)
Revaluation of FX forwards used for cash-flow hedging –
Other comprehensive income/(loss)
Total other adjustments
Tax on exceptional items and other adjustments
2021
€’000
–
–
103
(900)
18
174
(605)
–
2020
€’000
3,200
3,200
(165)
626
(96)
(184)
181
(177)
Total exceptional items and other adjustments
(605)
3,204
Exceptional Items
During the year, the Group received government grants relating to the COVID-19 response, of which
€460,000 was received in the Netherlands (Netherlands NOW scheme), and €135,000 in the UK (UK
Coronavirus Job Retention Scheme). In the interim results, these amounts were recognised as Exceptional
income. It was decided before the reporting date, given the overall performance of the Group in the year,
to repay both of the government grants received, with the exceptional income reversed.
In the prior year, the exceptional licence fee revenue of €3.2m resulted from the early termination
of the Cerdia commercial agreements. This amount previously included in receivables was recorded
as a reduction to net debt from 1st April 2020, with the fee offset against our loan held with Cerdia
which continues.
Other Adjustments
Foreign exchange differences in the Tricoya® segment have occurred due to pounds sterling held within
the consortium for the ongoing Hull plant build and to a lesser extent, pounds sterling held within the
Corporate segment for future sterling corporate costs. The Group has mitigated this currency exchange
risk by adopting hedge accounting under IFRS 9, Financial Instruments. The effective portion of the
foreign exchange movement is recognised in other comprehensive income, with the ineffective portion
recognised in Operating costs.
Foreign exchange differences also arise on the pounds sterling denominated loan notes, entered into in a
prior period (see note 29). These exchange rate differences are included as finance expenses.
132
133
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 6. Employees
Staff costs (including Directors) consist of:
Wages and salaries
Social security costs
Other pension costs
Share based payments
2021
€'000
14,394
2,206
1,008
869
18,477
2020
€'000
12,249
1,768
894
537
15,448
The average monthly number of employees, including Executive Directors, during the year was as follows:
Sales and marketing, administration, research and engineering
Operating
7. Directors’ remuneration
Directors' remuneration consists of:
Directors' emoluments
Company contributions to money purchase pension schemes
Compensation of key management personnel included the following amounts:
Rob Harris
William Rudge
Paul Clegg1
Salary, bonus
and short term
benefits
€'000
553
314
–
867
Pension
€'000
Share based
payments charge
€'000
26
15
–
41
33
61
–
94
2021
112
87
199
2021
€'000
1,187
41
1,228
2021
Total
€'000
612
390
–
1,002
2020
99
80
179
2020
€'000
1,443
49
1,492
2020
Total
€'000
224
306
680
1,210
The Group made contributions to one (2020: two) Director’s personal pension plan, with Robert Harris
receiving cash in lieu of pension.
The figures in the above table are impacted by foreign exchange noting that the remuneration for
R Harris and W Rudge are denominated in pounds sterling.
1
Paul Clegg’s amounts above for 2020 represent the remuneration received for the period to 31 December 2019, when he
resigned as a Director.
8. Operating profit
This has been arrived at after charging/(crediting):
Staff costs
Depreciation of property, plant and equipment, and right of use assets
Amortisation of intangible assets
Operating lease rentals
Foreign exchange losses (gains)
Research & Development (excluding staff costs)
Fees payable to the Company's auditors for the audit of the
Group's annual financial statements
Fees payable to the Company's auditors for other services:
– audit of the Company's subsidiaries pursuant to legislation
– audit related assurance services
Fees payable to Component auditor for audit of subsidiaries:
– other audit related services
Total audit and audit related services:
2021
€'000
18,477
4,934
803
32
110
524
73
84
34
98
14
2020
€'000
15,448
4,939
664
28
(81)
624
78
71
26
93
–
303
268
In addition to the above, in the year ended 31 March 2020, fees of €273,000 related to the working capital
review for the December 2019 equity fundraise were paid to the Company’s external auditors. These fees
were accounted for in Share Premium as Share issue costs.
9. Tricoya Technologies Limited
Tricoya Technologies Limited (TTL) was incorporated in order to develop and exploit the Group’s Tricoya®
technology for use within the worldwide panel products market, which is estimated to be worth more than
€60 billion annually.
On 29 March 2017 the Group announced the entry into and successful completion of its agreements for
the financing, construction and operation of the world’s first Tricoya® wood elements acetylation plant in
Hull with its TTL consortium investors, being BP, MEDITE, BGF and Volantis.
The Hull plant will have a targeted production capacity of 30,000 metric tonnes per annum (sufficient to
manufacture 40,000 cubic metres of panels) and scope to expand.
Structurally, Accsys, BP Ventures, MEDITE, BGF and Volantis have invested into TTL in 2017. TTL has then
invested, alongside BP Chemicals and MEDITE, in Tricoya UK Limited (Tricoya UK), a special purpose
subsidiary of TTL that will construct, own and operate the Hull Plant. The company changed its name from
Tricoya Ventures UK Limited to Tricoya UK Limited on 3rd September 2020.
INEOS Acetyls Investments Limited (INEOS) acquired BP Ventures’ share capital of TTL and BP Chemicals
share capital of Tricoya UK on 31 December 2020.
INEOS (through acquiring BP’s share of TTL & Tricoya UK) have invested €31.8 million in the Tricoya®
Project, including €23.3 million as equity in Tricoya UK and €8.5 million as equity in TTL. All funding was
received by 31 March 2021, with €2.4m being received in the year ended 31 March 2021.
MEDITE have invested €15.0 million in the Tricoya® Project, including €8.4 million as equity in TTL
and €6.6 million as equity in Tricoya UK. All funding was received by 31 March 2021, with €3.0m being
received in the year ended 31 March 2021. A further 495,310 TTL shares were issued as a result of MEDITE
continuing to seed the market with Tricoya® panels ensuring continued market development ahead of the
completion of the Hull Plant.
134
135
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 9. Tricoya Technologies Limited continued
In the period to 31 March 2021, the Group’s shareholding in TTL decreased from 77.8% to 76.5% which
included a further investment of €4.5m.
In the year ended 31 March 2017, BGF and Volantis invested an aggregate of £19.0 million as financial
investors into both the Group and TTL. BGF and Volantis invested on similar terms but are investing
separately, with BGF accounting for 65% of the £19.0 million total.
In the year ended 31 March 2017, Tricoya UK entered a six-year €17.2 million finance facility agreement
with Natwest Bank plc (formerly called The Royal Bank of Scotland PLC) in respect of the construction and
operation of the Hull Plant. As at 31 March 2021 the Group have utilised €9.3m (2020: €8.7m)
of the facility.
The Group has consolidated the results of TTL and Tricoya UK as subsidiaries, as it exercises the power
to govern the entities in accordance with IFRS 10. The non-controlling interests in both entities have been
recognised in these Group financial statements.
The TTL Group income statement and balance sheet, consisting of TTL and its subsidiary Tricoya UK, are
set out below:
TTL Group income statement:
Revenue
Cost of sales
Gross profit
Operating costs:
Staff costs
Research & development (excluding staff costs)
Intellectual Property
Sales & marketing
Depreciation & Amortisation
EBIT
EBIT attributable to Accsys shareholders
Consolidated
2021
€'000
Consolidated
2020
€'000
2,178
(1,999)
179
881
(538)
343
(2,582)
(2,879)
(217)
(255)
(122)
(563)
(228)
(203)
(388)
(397)
(3,560)
(3,752)
(2,172)
(2,214)
TTL Group balance sheet:
Non-current assets
Intangible assets
Property, plant and equipment
Right of use assets
Current assets
Receivables due within one year
Inventory
Cash and cash equivalents
FX Derivative Asset
Current liabilities
Trade and other payables
FX Derivative Liability
Net current assets
Non-current liabilities
Other long term borrowing
Net assets
Value attributable to Accsys Technologies
Value attributable to Non-controlling interest
TTL Group cash flows:
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Net increase/(decrease) in cash and cash equivalents
10. Finance income
Interest receivable on bank and other deposits*
2021
€'000
4,376
79,999
1,321
85,696
1,232
–
11,464
134
12,830
2020
€'000
4,216
65,557
865
70,638
2,378
53
8,399
–
10,830
(20,159)
–
(10,419)
(330)
(7,329)
82
(8,955)
(8,955)
(8,284)
(8,284)
69,412
62,435
32,246
27,993
37,166
34,442
2021
€'000
(841)
(6,400)
10,306
3,065
2021
€'000
1
2020
€'000
(2,417)
(19,178)
23,104
1,509
2020
€'000
–
*
€5,000 interest received in the year ended 31 March 2021 (31 March 2020: €19,000) in relation to cash balances held
in Tricoya UK Ltd was netted off with borrowing costs incurred, with the net borrowing cost amount related to the Hull
project capitalised and included within property, plant and equipment.
136
137
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 11. Finance expense
13. Dividends Paid
Arnhem land and buildings lease finance charge
Foreign exchange loss/(gain) on loan notes
Interest on loans
Interest on lease liabilities
12. Tax expense
(a) Tax recognised in the statement of comprehensive income comprises:
Current tax charge
UK Corporation tax on losses for the year
Research and development tax expense in respect of current year
Overseas tax at rate of 15%
Overseas tax at rate of 25%
Deferred Tax
Utilisation of deferred tax asset
Total tax charge reported in the statement of comprehensive income
(b) The tax charge for the period is higher than the standard
rate of corporation tax in the UK (2021 & 2020: 19%) due to:
Profit/(Loss) before tax
Expected tax charge at 19% (2020: 19%)
Expenses not deductible in determining taxable profit
Over provision in respect of prior years
Tax losses for which no deferred income tax asset was recognised
Effects of overseas taxation
Research and development tax charge in respect of prior years
Research and development tax (credit) in respect of current year
Total tax charge reported in the statement of comprehensive income
2021
€'000
187
900
2,767
296
4,150
2020
€'000
200
(626)
3,108
209
2,891
2021
€'000
2020
€'000
–
24
24
11
1,216
–
1,251
2021
€'000
340
65
153
–
880
130
79
(56)
1,251
–
28
28
(30)
633
–
631
2020
€'000
1,508
287
116
(41)
135
106
129
(101)
631
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and
reflected in these financial statements.
Final Dividend €Nil (2020: €Nil) per ordinary share proposed
and paid during year relating to the previous year's results
2021
€'000
2020
€'000
–
–
14. Basic and diluted profit/(loss) per ordinary share
The calculation of profit per ordinary share is based on profit after tax and the weighted average number
of ordinary shares in issue during the year.
Basic earnings per share
Weighted average number of ordinary shares in issue ('000)
164,890
164,890
132,721
132,721
2021
2020
Underlying
Total
Underlying
Total
Profit/(Loss) for the year attributable to owners
of Accsys Technologies PLC (€'000)
Basic profit/(loss) per share
Diluted earnings per share
1,274
€0.01
477
€0.00
(1,069)
€(0.01)
2,415
€0.02
Weighted average number of ordinary shares in issue ('000)
164,890
164,890
132,721
132,721
Equity options attributable to Volantis
Equity options attributable to BGF
Weighted average number of ordinary shares in issue
–
–
8,449
8,449
4,656
8,449
4,656
8,449
and potential ordinary shares ('000)
173,339
173,339
145,826
145,826
Profit/(Loss) for the year attributable to owners
of Accsys Technologies PLC (€'000)
1,274
477
(1,069)
2,415
Diluted profit/(loss) per share
€0.01
€0.00
€(0.01)
€0.02
138
139
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 15. Share based payments
The Group operates a number of share schemes which give rise to a share based payment charge. The
Group operates a Long Term Incentive Plan (LTIP) in order to reward certain members of staff including
the Senior Management team and the Executive Directors. As part of the award of nil costs options under
the LTIP in 2013, the recipients relinquished all share options that they held which had been awarded
under the 2005 and 2008 Share Option plans. Other employees continue to hold options awarded under
these earlier schemes.
Options – total
The following figures take into account options awarded under the LTIP, together with share options
awarded in previous years under the 2008 Share Option schemes.
Outstanding options granted are as follows:
Date of grant
1 August 2011
19 September 2013 (LTIP)
24 June 2016 (LTIP)
20 June 2017 (LTIP)
18 June 2018 (LTIP)
25 June 2019 (LTIP)
20 November 2019 (LTIP)
23 December 2019 (LTIP)
15 July 2020 (LTIP)
Total
Number of outstanding
options at 31 March
Weighted average remaining
contractual life, in years
2021
2020
2021
2020
90,000
918,226
482,827
326,999
185,840
541,049
105,699
41,468
1,267,657
90,000
2,177,675
482,827
338,275
829,882
593,376
105,699
41,468
–
3,959,765
4,659,202
0.3
2.5
5.3
6.3
7.3
8.3
8.7
8.8
9.3
6.5
1.3
3.5
6.3
7.3
8.3
9.3
9.7
9.8
–
5.8
Movements in the weighted average values are as follows:
Outstanding at 1 April 2019
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at 31 March 2020
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at 31 March 2021
Weighted average
exercise price
Number
€0.10
4,935,421
€0.00
€0.00
€0.00
€0.00
€0.10
€0.00
€0.00
€0.00
€0.00
€0.12
810,520
(1,086,739)
–
–
4,659,202
1,326,966
(766,954)
(1,259,449)
–
3,959,765
The exercise price of options outstanding at the end of the year ranged between €nil (for LTIP options) and
€0.50 (2020: €nil and €0.50) and their weighted average contractual life was 6.5 years (2020: 5.8 years).
Of the total number of options outstanding at the end of the year 1,818,052 (2020: 2,750,502) had vested
and were exercisable at the end of the year.
Long Term Incentive Plan (LTIP)
In 2013, the Group established a Long Term Incentive Plan, the participants of which are key members of
the Senior Management Team, including Executive Directors. The establishment of the LTIP was approved
by the shareholders at the AGM in September 2013.
2013 LTIP Award performance conditions and 2016 outcome
The LTIP in 2013 awarded 4,103,456 nil cost options and 2,472,550 vested in the financial year ended
31 March 2017. 918,226 nil cost options remain as at 31 March 2021 after allowing for forfeitures and
options exercised in the year.
2016 LTIP Award performance conditions and 2016 outcome
The LTIP in 2016 awarded 1,070,255 nil cost options and 482,827 vested in the financial year ended
31 March 2020. 482,827 nil cost options remain as at 31 March 2021 after allowing for forfeitures and
options exercised in the year.
2017 LTIP Award performance conditions and 2016 outcome
The LTIP in 2017 awarded 1,087,842 nil cost options and 326,999 vested in the financial year ended
31 March 2021. 326,999 nil cost options remain as at 31 March 2021 after allowing for forfeitures and
options exercised in the year.
Awards made in June 2018 and LTIP Award performance conditions
During the year ended March 2019, a total of 1,170,160 LTIP awards were made primarily to members of
the Senior Management team including the Executive Directors:
The performance targets for 993,220 of these awards are as follows:
Metric
Vesting (% of maximum)
EBITDA per share in FY21
Total sales volume (subject to Group
EBITDA being breakeven or positive)
Weighting
(% of award)
60%
40%
Threshold
Maximum
25%
€0.05
100%
€0.13
70,000
85,000
• Vesting is on a straight-line basis between points in the schedule. There is no vesting for performance below Threshold.
• EBITDA based on total Group EBITDA excluding licensing income. Appropriate adjustments may be made to the EBITDA
per share metric to ensure fair and consistent performance measurement over the performance period in line with the
business plan and intended stretch of the targets at the point of award.
• Sales Volume is defined as combined sales volume (in cubic metres, or equivalent) of Accoya® and Tricoya®.
Element
Grant date
Share price at grant date (€)
Exercise price (€)
Expected life (years)
Contractual life (years)
Element A
EBITDA per share
Element B
Sales volume growth
19 June 18
19 June 18
0.91
0.00
3
10
0.91
0.00
3
10
Vesting conditions (Details set out above)
EBITDA
Sales volume growth
Risk free rate
Expected volatility
Expected dividend yield
Fair value of option
-0.55%
20%
0%
€0.842
-0.55%
20%
0%
€0.842
140
141
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
15. Share based payments continued
The remaining 176,940 of the awards made in summer 2018 were specific to individuals dedicated
to the Tricoya® consortium with performance measures linked to progress and development of the
Tricoya® plant and its subsequent operation. The fair value of these options were €0.842 on their
Grant date.
All of the above awards, made in summer 2018 are subject to a three year performance period (i.e. year
end March 2021) and a further two year holding period. In addition, awards are also subject to malus/
claw-back provisions. As at 31 March 2021, the expected vesting amount is estimated to be 185,840
share options.
Awards made in year ended 31 March 2020 and LTIP Award performance conditions
During the prior year, a total of 810,520 LTIP awards were made primarily to members of the Senior
Management team including the Executive Directors:
The performance targets for 686,049 of these awards are as follows:
Metric
Vesting (% of maximum)
EBITDA per share in FY22
Total sales volume in FY22 (m3)
Weighting
(% of award)
60%
40%
Threshold
25%
€0.10
82,000
Target
70%
€0.14
Maximum
100%
€0.22
86,000
100,000
• Vesting is on a straight-line basis between the above points.
• Appropriate adjustments may be made to ensure fair and consistent performance measurement over the performance
period in line with the business plan and intended stretch of the targets at the point of award.
• EBITDA per share targets are set and determined so as to exclude licensing income.
Awards made in July 2020 and LTIP Award performance conditions
During the year, a total of 1,326,966 LTIP awards were made primarily to members of the Senior
Management team including the Executive Directors:
The performance targets for 1,255,829 of these awards are as follows:
Metric
Vesting (% of maximum)
EBITDA per share in FY23
Total sales volume in FY 23 (m3)
Weighting
(% of award)
60%
40%
Threshold
Stretch
Maximum
25%
€0.14
70%
€0.19
90,000
105,000
100%
€0.24
112,720
• Vesting is on a straight-line basis between points in the schedule.
• Appropriate adjustments may be made to ensure fair and consistent performance measurement over the performance
period in line with the business plan and intended stretch of the targets at the point of award.
• EBITDA per share targets are set and determined so as to exclude licensing income.
• Sales Volume is defined as combined sales volume (in cubic metres, or equivalent) of Accoya® and Tricoya®.
• Vesting of the Sales Volume component will be subject to the achievement of a threshold level of EBITDA
Element
Grant date
Share price at grant date (€)
Exercise price (€)
Expected life (years)
Contractual life (years)
Element A
(EBITDA per share)
Element B
(Sales volume growth)
15 July 20
15 July 20
1.00
0.00
3
10
1.00
0.00
3
10
• Sales Volume is defined as combined sales volume (in cubic metres, or equivalent) of Accoya® and Tricoya®.
Vesting conditions (Details set out above)
EBITDA
Sales volume growth
Element
Grant date
Share price at grant date (€)
Exercise price (€)
Expected life (years)
Contractual life (years)
Element A
EBITDA per share
Element B
Sales volume growth
25 June 19
25 June 19
1.32
0.00
3
10
1.32
0.00
3
10
Vesting conditions (Details set out above)
EBITDA
Sales volume growth
Risk free rate
Expected volatility
Expected dividend yield
Fair value of option
-0.74%
20%
0%
€1.221
-0.74%
20%
0%
€1.221
On 20th November 2019 and 23rd December 2019, a total of 147,167 LTIP awards (included in the
686,049 LTIP awards above) were made to two new employees with the same performance targets as
illustrated above. The fair value of these awards were €1.05 per option.
The remaining 124,471 of the awards made in summer 2019 were specific to individuals dedicated to the
Tricoya® consortium with performance measures linked to progress and development of the Tricoya®
plant and its subsequent operation. The fair value of these options were €1.221 on their Grant date.
All of the above awards, made in the year ended 31 March 2020 are subject to a three year
performance period (i.e. year end March 2022) and a further two year holding period. In addition,
awards are also subject to malus/claw-back provisions.
Risk free rate
Expected volatility
Expected dividend yield
Fair value of option
-0.69%
20%
0%
€0.998
-0.69%
20%
0%
€0.998
The remaining 71,137 of the awards made in summer 2020 were specific to individuals dedicated to the
Tricoya® consortium with performance measures linked to progress and development of the Tricoya®
plant and its subsequent operation. The fair value of these options were €0.998 on their Grant date.
All of the above awards, made in summer 2020 are subject to a three year performance period
(i.e. year end March 2023) and a further two year holding period. In addition, awards are also
subject to malus/claw-back provisions.
2008 Share Option schemes
Awards made in earlier years had no impact on the income statement in the current or prior year and
given the smaller number of options remaining, no details have been disclosed.
Employee Benefit Trust – Share bonus award
Following a share issue on 23 June 2020 as part of the annual bonus, in connection with the employee
remuneration and incentivisation arrangements for the period from 1 April 2019 to 31 March 2020,
727,250 (2020: nil) new ordinary shares were held by an Employee Benefit Trust, the beneficiaries of which
are primarily senior employees. Such new ordinary shares vest if the employees remain in employment
with the Company at the vesting date, being 1 July 2021 (subject to certain other provisions including
regulations, good-leaver, take-over and Remuneration Committee discretion provisions). As at 31 March
2021, the Employment Benefit Trust was consolidated by the Company and the 727,250 shares are
recorded as Own Shares within equity.
142
143
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
15. Share based payments continued
17. Property, plant and equipment
Employee Share Participation Plan
During the prior year, the Company re-introduced the Employee Share Participation Plan (the ‘Plan’)
for subscription. The Plan is intended to promote the long term growth and profitability of Accsys
by providing employees with an opportunity to acquire an ownership interest in new ordinary shares
(‘Shares’) in the Company as an additional benefit of employment. Under the terms of the Plan, the
Company issues these Shares to a trust for the benefit of the subscribing employees. The Shares are
released to employees after one year, together with an additional Share on a 1 for 1 matched basis
provided the employee has remained in the employment of Accsys at that point in time (subject to
good leaver provisions). The Plan is in line with industry approved employee share plans and is open for
subscription by employees once a year following release of the interim financial results. The maximum
amount available for subscription by any employee is €5,000 per annum. In February 2021 various
employees subscribed for a total of 195,524 Shares at an acquisition price of €1.43 per Share. Also during
the year, 1 for 1 Matching shares were awarded in respect of subscriptions that were made in the previous
year as a result of the participants continuing to remain in employment at the point of vesting. 198,219
matching shares were issued to employees in February 2021.
16. Intangible assets
Cost
At 1 April 2019
Additions
At 31 March 2020
Additions
At 31 March 2021
Accumulated amortisation
At 1 April 2019
Amortisation
At 31 March 2020
Amortisation
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
At 31 March 2019
Internal
development costs
€'000
Intellectual
property rights
€'000
Goodwill
€'000
6,796
73,582
391
7,187
277
7,464
1,796
350
2,146
364
2,510
4,954
5,041
5,000
469
74,051
405
74,456
72,023
314
72,337
439
72,776
1,680
1,714
1,559
4,231
–
4,231
–
4,231
–
–
–
–
–
4,231
4,231
4,231
Total
€'000
84,609
860
85,469
682
86,151
73,819
664
74,483
803
75,286
10,865
10,986
10,790
Refer to note 17 for the recoverability assessment of these intangible assets.
Cost or valuation
At 1 April 2019
Additions
Foreign currency translation profit
At 31 March 2020
Additions
Foreign currency translation (loss)
Land and
buildings
€'000
Plant and
machinery
€'000
Office
equipment
€'000
17,976
103,676
–
–
17,976
–
–
22,015
–
125,691
20,742
–
2,685
555
3
3,243
651
(9)
Total
€'000
124,337
22,570
3
146,910
21,393
(9)
At 31 March 2021
17,976
146,433
3,885
168,294
Accumulated depreciation
At 1 April 2019
Charge for the year
Foreign currency translation profit
At 31 March 2020
Charge for the year
Foreign currency translation (loss)
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
At 1 April 2019
279
358
–
637
358
–
995
16,981
17,339
17,697
19,409
3,287
–
22,696
3,249
–
25,945
120,488
102,995
84,267
1,244
207
3
1,454
351
(8)
1,797
2,088
1,789
1,441
20,932
3,852
3
24,787
3,958
(8)
28,737
139,557
122,123
103,405
Plant and machinery assets with a net book value of €80,853,000 are held as assets under construction
and are not depreciated, relating to the Hull Plant, and €5,716,000 relating to the further expansion
of the Arnhem Plant (31 March 2020: €66,409,000 relating to the Hull Plant, €725,000 relating to the
Arnhem Plant).
The carrying value of the property, plant and equipment, internal development costs and intellectual
property rights are split between two cash generating units (CGUs), representing the Accoya®
and Tricoya® segments and the carrying value of Goodwill is allocated to the Accoya® segment. The
recoverable amount of these CGUs are determined based on a value-in-use calculations which uses cash
flow projections based on latest board approved financial budgets. Cash flows have been projected for
a period of 12 years, including a five year forecast and seven years of 1.8% growth rate plus assumptions
concerning a terminal value discounted at a pre-tax discount rate of 10.5% (2020: 10.0%) to determine
their present value.
144
145
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 17. Property, plant and equipment continued
The key assumptions used in the value in use calculations are:
(ii) Amounts recognised in the statement of profit and loss
The statement of profit and loss shows the following amounts relating to leases:
• the manufacturing revenues, operating margins and future licence fees estimated by management;
• the completion of construction of additional facilities on time (and associated output);
• the long term growth rate; and
• the discount rate.
The Directors have determined that there has been no impairment to either CGU. The Directors have
considered whether a reasonably possible change in assumptions may result in an impairment. The CGU
most susceptible to an impairment given a change in assumptions is the Tricoya® CGU. Key assumptions
applied to this CGU were as follows:
• a discount rate of 10.5%;
• a long-term sales growth rate of 1.8%; and
• Gross margin of approximately 40%.
The headroom in the value-in-use model for this CGU would be reduced to nil if the following adverse
changes to those key assumptions were made in isolation:
• a 2.1% increase to the discount rate;
• a 1.2% reduction in the long-term sales growth rate;
• a 5% decrease to Gross margin; and
• an increase of 130% above assumed remaining costs to complete the plant.
18. Leases
(i) Amounts recognised in the statement of financial position
The statement of financial position shows the following amounts relating to leases:
Right-of-use assets
Properties
Equipment
Motor Vehicles
Amounts payable under lease liabilities:
Within one year
In the second to fifth years inclusive
After five years
Less: future finance charges
Present value of lease obligations
Right-of-use assets
2021
€'000
4,113
671
75
4,859
2020
€'000
3,708
745
83
4,536
Minimum lease payments
2021
€'000
1,208
2,631
4,369
2020
€'000
1,044
2,787
3,441
(2,676)
(2,151)
5,532
5,121
Additions to the right-of-use assets during the financial year were €1,303,000 (2020: €1,542,000).
Depreciation charge of right-of-use assets
Properties
Equipment
Motor Vehicles
Interest expense (included in finance cost)
Expense relating to short-term leases (included in cost
of goods sold and administrative expenses)
Expense relating to leases of low-value assets that are not shown
above as short-term leases (included in administrative expenses)
Expense relating to variable lease payments not included
in lease liabilities (included in administrative expenses)
2021
€'000
664
279
33
976
483
30
2
–
2020
€'000
783
258
26
1,067
408
27
1
–
The total cash outflow for leases in 2021 was €1,308,000 (2020: €1,022,000)
The Group's leasing activities and how these are accounted for:
The Group leases various offices, land, equipment and cars. Rental contracts are typically made for
fixed periods of one to ten years, although, if appropriate, a longer term may be entered into. Lease
terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
The lease agreements do not impose any covenants, but leased assets may not be used as security for
borrowing purposes.
Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the
statement of comprehensive income over the lease period to produce a constant periodic rate of interest
on the remaining balance of the liability for each period. The right of use asset is depreciated over the
shorter of the asset's useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that are based on an index or a rate;
• Amounts expected to be payable by the lessee under residual value guarantees;
• The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
• Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the Group's incremental borrowing rate, being the rate that
the Group would have to pay to borrow the funds necessary to obtain an asset of similar economic
environment within similar terms and conditions.
Right of use assets are measured at cost comprising the following:
• The amount of initial measurement of lease liability;
• Any lease payments made at or before the commencement date less any lease incentives received;
• Any initial direct costs; and
• Restoration costs.
Payments associated with short-term leases and leases of low value are recognised on a straight-line basis
as an expense in the statement of comprehensive income. Short-term leases are leases with a lease term
of 12 months or less. Low-value assets comprise of small items of office furniture and equipment.
146
147
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
19. Financial asset at fair value through profit or loss
Shares held in Cleantech Building Materials PLC
2021
€'000
–
2020
€'000
–
Accsys Technologies PLC has previously purchased a total of 21,666,734 unlisted ordinary shares in
Diamond Wood China. On 23 December 2016, Cleantech Building Materials PLC acquired Diamond Wood
China. On 19 April 2017 Cleantech Building Materials acquired the 21,666,734 shares previously owned
by the Company and in return the Company has been issued with 520,001 shares in Cleantech Building
Materials PLC, a listed company trading on the Nasdaq First North market in Copenhagen.
There continues to be no active market for these shares as at 31 March 2021, and there is significant
uncertainty over the future of Cleantech Building Materials PLC. As such a reliable fair value cannot be
calculated and the investment is carried at a nil fair value (2020: nil).
The carrying value is similar to the previous accounting treatment under IAS 39, under which the historical
cost of the listed shares of €10m was offset by a provision for impairment of the entire balance of €10m,
resulting in a nil carrying value.
A total of 498,522 shares were held at 31 March 2021.
20. Deferred taxation
The Group has a deferred tax asset of €nil (2020: €nil) relating to trading losses brought forward.
The Group also has an unrecognised deferred tax asset of €30m (2020: €26m) which is largely in respect
of trading losses of the UK subsidiaries. The deferred tax asset has been recognised only to the extent of
the deferred tax liability, due to the uncertainty of the timing of future expected profits of the related legal
entities which is dependent on the profits attributable to licensing and future manufacturing income.
21. Subsidiaries
A list of subsidiary investments, including the name, country of incorporation and proportion of ownership
interest is given in note 4 to the Company’s separate financial statements.
22. Inventories
Raw materials and work in progress
Finished goods
2021
€'000
7,339
4,923
12,262
2020
€'000
10,660
6,272
16,932
The amount of inventories recognised as an expense during the year was €60,907,693 (2020:
€57,167,975). The cost of inventories recognised as an expense includes a net credit of €2,739 (2020:
credit of €47,982) in respect of the inventories sold in the period which had previously been written
down to net realisable value.
23. Trade and other receivables
Trade receivables
Other receivables
VAT receivable
Prepayments
148
2021
€'000
9,836
575
1,013
890
12,314
2020
€'000
8,611
3,520
2,552
625
15,308
The Directors consider that the carrying amount of trade and other receivables is approximately equal
to their fair value. The majority of trade and other receivables is denominated in euros, with €1,597,056
of the trade and other receivables denominated in US dollars (2020: €1,246,000).
The age of receivables past due but not impaired is as follows:
Up to 30 days overdue
Over 30 days and up to 60 days overdue
Over 60 days and up to 90 days overdue
Over 90 days overdue
2021
€'000
409
6
–
49
464
2020
€'000
806
18
–
5
829
In determining the recoverability of a trade receivable the Group considers any change in the credit
quality of the trade receivables from the date credit was initially granted up to the reporting date.
Included in the provision for doubtful debts are individually impaired trade receivables and accrued
income with a balance of €25,002,000 (2020: €25,002,000) due from Diamond Wood.
Movement in provision for doubtful debts:
Balance at the beginning of the year
Net (decrease)/increase of impairment
Balance at the end of the year
24. Trade and other payables
Trade payables
Other taxes and social security payable
Accruals and deferred income
2021
€'000
25,239
(237)
25,002
2021
€'000
9,451
1,104
19,255
29,810
2020
€'000
25,002
237
25,239
2020
€'000
7,827
779
8,261
16,867
The increase in Trade and other payables primarily relates to the timing of accruals associated with the
construction of the Hull plant with actual cash payments being lower, reflecting the timing of milestone
payments in relation to construction.
25. Share capital
Allotted – Equity share capital
169,324,264 ordinary shares of €0.05 each
(2020: 162,288,155 ordinary shares of €0.05 each)
In year ended 31 March 2020:
2021
€'000
2020
€'000
8,466
8,466
8,114
8,114
On 23 December 2019, 27,239,764 Firm Placing Shares and 16,855,474 Open Offer Shares were issued
as part of the capital raise to fund the Arnhem plant expansion, completion of the Tricoya® plant
in Hull, preliminary work in the United States and working capital requirements related to these
activities. The Shares were issued at a price of €1.05 per ordinary share, raising gross proceeds of
€46.3 million (before expenses).
149
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
25. Share capital continued
During the year, the Group re-introduced the Employee Share Participation Plan (see note 15 for
further details). In February 2020 various employees subscribed for a total of 204,612 shares at
an acquisition price of €1.095 per Share, with these shares issued to a trust, to be released to
the employees after one year, together with an additional share on a matched basis (subject to
continuing employment within the Group).
In the prior year, 173,915 shares were issued to the Employee Benefit Trust (EBT) with these vesting on
1 July 2019. Of these Shares, beneficiaries elected to sell 106,448 shares in the market, with a sale date
of 31 July 2019.
In the year ended 31 March 2021:
1,259,449 shares were issued on 12 May 2020 following the exercise of nil cost options, granted under
the Company’s 2013 Long Term Incentive Plan (LTIP).
727,250 shares were issued to an Employee Benefit Trust (EBT) on 29 June 2020 at nominal value, in lieu
of cash bonuses for the year ended 31 March 2020. These shares will vest on 1 July 2021, subject to the
employees continuing employment within the Group.
In February 2021, following the subscription by employees in the prior year for shares under the
Employee Share Participation Plan (the ‘Plan’), 198,219 shares were issued as ‘Matching Shares’ at
nominal value under the Plan.
In addition, various employees newly subscribed under the Plan for 195,524 shares at an acquisition
price of €1.43 per share, with these shares issued to a trust, to be released to the employees after one
year, together with an additional share on a matched basis (subject to continuing employment within
the Group).
On 26 March 2021, the Company announced that Lombard Odier Asset Management (USA) Corp on
behalf of 1798 Volantis Catalyst Fund II Ltd (‘Volantis’) exercised options over a total of 4,655,667
ordinary shares in the Company for a total consideration of £2,779,898.77 (exercise price of £0.5971
per ordinary share) (see note 30 to the financial statements).
26. Other reserves
Capital
redemption
reserve
€000
Merger
reserve
€000
Hedging
Effectiveness
reserve
€000
Other
reserve
€000
Total Other
reserves
€000
Balance at 1 April 2019
148
106,707
317
2,349
109,521
Total comprehensive (expense) for the period
Issue of subsidiary shares to non-controlling interests
Balance at 31 March 2020
Total comprehensive income for the period
Issue of subsidiary shares to non-controlling interests
Balance at 31 March 2021
–
–
–
–
148
106,707
–
–
–
–
148
106,707
(280)
–
37
192
–
229
–
3,310
5,659
–
1,892
7,551
(280)
3,310
112,551
192
1,892
114,635
The closing balance of the capital redemption reserve represents the amounts transferred from share
capital on redemption of deferred shares in a previous year.
The merger reserve arose prior to transition to IFRS when merger accounting was adopted.
The hedging effectiveness reserve reflects the total accounted for under IFRS 9 in relation to the Tricoya®
& Corporate segments (see note 1).
The other reserve represents the amounts received for subsidiary share capital from non-controlling
interests net with the carrying amount of non-controlling interests issued (see note 27).
150
27. Transactions with non-controlling interests
In the year ended 31 March 2020:
On 25 May 2019, TTL issued 252,464 shares to Titan Wood Limited. On 25 November 2019, TTL issued
238,024 shares to Titan Wood Limited for a consideration of €0.5m. An additional 61,976 shares were
issued to non-controlling interests for a consideration of €0.1m. On 23 December 2019, TTL issued
4,620,156 shares to Titan Wood Limited for a consideration of €9.2m, and an additional 1,401,523
shares were issued in consideration for continued provision of discounted Accoya® to MEDITE for
market seeding purposes. 887,643 shares were issued to non-controlling interests for a consideration
of €1.8m. As a result the non-controlling interests’ shareholdings were amended to:
BP Ventures (8.6%), MEDITE (10.2%), BGF (2.2%), Volantis (1.2%)
On 23 December 2019, Tricoya UK issued 11,015,599 ordinary shares to Tricoya Technologies Ltd for a
consideration of €11.0m, and an additional 4,322,394 shares were issued in consideration for continued
provision of discounted Accoya® to MEDITE for market seeding purposes. 7,268,573 shares were issued
to non-controlling interests for consideration of €7.3 million. As a result the non-controlling interests’
shareholdings were amended to:
BP Chemicals (30.9%, MEDITE 6.2%)
In the year ended 31 March 2021:
On 15 June 2020, TTL issued 281,919 shares to Titan Wood Limited for a consideration of €0.6m. An
additional 68,081 shares were issued to non-controlling interests for a consideration of €0.1m. On 2
July 2020, TTL issued 90,956 shares to Titan Wood Limited for a consideration of €0.2m. An additional
416,694 shares were issued to non-controlling interests for a consideration of €0.8m and an additional
495,310 shares were issued in consideration for continued provision of discounted Accoya® to MEDITE
for market seeding purposes. On 29 October 2020, TTL issued 1,862,356 shares to Titan Wood Limited
for a consideration of €3.7m. An additional 498,987 shares were issued to non-controlling interests for
a consideration of €1.0m. On 31 December 2020, BP Ventures’ share capital of TTL was acquired by
INEOS Acetyls Investments Limited (INEOS). As a result the non-controlling interests’ shareholdings
were amended to:
INEOS (8.5%), MEDITE (11.3%), BGF (2.6%), Volantis (1.1%)
On 17 July 2020, Tricoya UK issued 486,572 ordinary shares to Tricoya Technologies Ltd for a
consideration of €1.0m. An additional 1,600,530 shares were issued to non-controlling interests for
consideration of €1.6m. On 29 October 2020, Tricoya UK issued 3,972,686 ordinary shares to Tricoya
Technologies Ltd for a consideration of €4.0m. An additional 2,452,798 shares were issued to non-
controlling interests for consideration of €2.5m. On 31 December 2020, BP Chemicals’ share capital
of Tricoya UK was acquired by INEOS. As a result the non-controlling interests’ shareholdings were
amended to:
INEOS (30.0%, MEDITE 8.2%)
The total carrying amount of the non-controlling interests in TTL and Tricoya UK at 31 March 2021 was
€37.17m (2020: €34.44m).
The Group recognised an increase in other reserves as summarised below.
Opening Balance
Carrying amount of non-controlling interests issued
Consideration paid by non-controlling interests
Excess of consideration paid recognised in Group's equity
2021
€'000
6,235
(4,112)
6,004
8,127
2020
€'000
2,925
(5,857)
9,167
6,235
151
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
28. Investment in Joint Venture
In August 2020, Accsys together with Eastman Chemical Company formed a new company, Accoya USA
LLC, with the intention to construct and operate an Accoya® wood production plant to serve the North
American market.
The new company has been formed with Accsys having a 60% equity interest and Eastman having a 40%
equity interest, with the two parties assessed to jointly control the entity as defined under IFRS 11 –
Joint arrangements. Accoya USA is accounted for as a joint venture and equity accounted for within the
financial statements. A technology licence has also been entered into with Accoya USA LLC so that front-
end engineering and design for the proposed plant in the USA can be completed.
The plant is being designed to initially produce approximately 40,000 cubic metres of Accoya® per annum
and to allow for cost-effective expansion.
A decision whether to proceed to the next stage with plant construction, and as to funding, is targeted
for summer 2021, following the completion of the initial engineering and design work.
The carrying amount of the equity-accounted investment is as follows:
Investment in Accoya® USA
Less: Accsys proportion (60%) of Licence fee received
Loss for the year
Closing balance
29. Commitments under loan agreements
Amounts payable under loan agreements:
Within one year
In the second to fifth years inclusive
In greater than five years
Present value of loan obligations
Within one year
In the second to fifth years inclusive
After five years
Less future finance charges
Present value of loan obligations
2021
€'000
1,070
(600)
(144)
326
2021
€'000
9,664
44,626
–
54,290
12,012
49,714
–
2020
€'000
–
–
–
–
2020
€'000
5,265
50,967
1,081
57,313
5,644
61,855
1,120
(7,436)
(11,306)
54,290
57,313
The change in total borrowings in the year of €3m primarily related to the €3.2m termination fee
associated with the early termination of the Cerdia commercial agreements, which was deducted from
the Cerdia loan on 1 April 2020.
Facilities relating to purchase of Arnhem land and buildings:
On 1 August 2018 the Group entered into a package of facilities to fully finance the purchase of the
land and buildings in Arnhem. The partially amortising package of loans includes the following:
• €14.0m loan with ABN Amro Bank. The loan is partially repayable over a five year term with a final
payment of €9.25m. Interest is fixed at 3% and the loan is secured on the land and buildings.
• €5.0m lease loan with ABN Asset Based Finance is repayable over a five year term with an implied
interest rate of approximately 3%. The loan is secured on the first two Accoya® reactors.
• €4.0m loan with Bruil, the seller and previous landlord. The balance is repayable from July 2021 to
July 2023 with interest fixed at 5%. The loan is unsecured.
Loan Notes:
On 29 March 2017 the Group issued £16.3 million (€18.4 million) of unsecured fixed rate loan notes.
£10.5 million of Loan Notes in principal were issued to Business Growth Fund (BGF), with £5.8 million in
principal issued to Volantis. The BGF loan notes are subject to a 7% fixed interest rate for the duration
of their term and the Volantis loan notes are subject to a 7% fixed interest rate until 31 December
2018, with the interest rate fixed at 9% thereafter. Interest is rolled up until 31 December 2018 on
both loans, with further roll up of interest on the Volantis loan until six-monthly redemption payments
of both loans commence on 31 December 2021 and end on 30 June 2023.
BGF is an investment company that provides long-term equity funding to growing UK companies to
enable them to execute their strategic plans. Volantis is a global asset management firm specialising in
alternative investment strategies and is owned by Lombard Odier.
Cerdia Production Facility:
The €9.5 million term loan facility with Cerdia Production GmbH was used to design, procure and
build the Arnhem plant’s third reactor. This facility is secured against the third reactor of the Arnhem
chemical plant and associated assets and is subject to interest at 7.5% per annum. At 31 March 2021,
the Group had €4.2m (2020: €8.3m) borrowed under this facility. Quarterly repayments of the loan
commenced on 21 December 2018 until November 2025.
In a prior year, the Group entered into an agreement with Cerdia Producktions GmbH (Cerdia)
under which Accsys took on responsibility for commercial activities under agreements with Cerdia
relating to Accoya® wood, which terminated as of 1 April 2020 (the ‘Termination Agreement’).
Under the terms of the Termination Agreement, payments to Accsys included fees of €3.2 million,
which was recognised as an exceptional item in the year ended 31 March 2020. The €3.2 million was
deducted from the loan balance on 1 April 2020, with subsequent repayments for the remaining term
of the loan being reduced accordingly.
Tricoya® facility:
On 29 March 2017 the Company’s subsidiary, Tricoya UK Limited entered into a six-year €17.2 million
finance facility agreement with Natwest Bank plc in respect of the construction and operation of the
Hull Plant. The facility is secured by fixed and floating charges over all assets of Tricoya UK Limited. At
31 March 2021, the Group had €9.3m (2020: €8.7m) borrowed under the facility. The facility is to be
drawn down as required, and facility repayments will commence 12 months after practical completion
of the Hull Plant. Interest will accrue at Euribor plus a margin, with the margin ranging from 325 to 475
basis points.
Trade receivable and inventory facilities:
Working capital facility
The working capital facility with ABN Commercial Finance is a €6.0m credit facility secured upon the
receivables and inventory of the Accoya® manufacturing business committed for a period of five years.
At 31 March 2021, the facility was undrawn (2020: undrawn).
Bank guarantee facility
The facility with ABN AMRO Bank N.V. is a contingent liability facility enabling the Group to issue bank
guarantees in order to support the working capital and other operational commitments of the Group
with a limit of €1.5m.
Both facilities are subject to interest at 2% above the ABN AMRO base rate.
152
153
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 29. Commitments under loan agreements continued
Reconciliation to net debt:
Cash and cash equivalents
Less:
Amounts payable under loan agreements
Amounts payable under lease liabilities (note 18)
Net debt
2021
€'000
47,598
(54,290)
(5,532)
(12,224)
2020
€'000
37,238
(57,313)
(5,121)
(25,196)
Net debt as at 31 March 2019
(56,909)
(2,021)
(58,930)
8,857
(50,073)
Liabilities from financing activities
Other assets
Borrowings
€’000
Leases
€’000
Sub-total
€’000
Cash
€’000
Total
€’000
Adjustment on initial application of IFRS 16
Net debt as at 1 April 2019
Cash flows
New leases
Foreign exchange adjustments
Other changes
Net debt as at 31 March 2020
Cash flows
Decrease in Cerdia Loan from Termination fee
New leases
Foreign exchange adjustments
Other changes
–
(56,909)
267
–
626
(1,297)
(57,313)
2,474
3,200
(2,247)
(4,268)
1,022
(1,542)
4
(2,247)
(61,177)
1,289
(1,542)
630
(337)
(1,634)
–
(2,247)
8,857
(52,320)
28,416
–
(35)
–
29,705
(1,542)
595
(1,634)
(5,121)
(62,434)
37,238
(25,196)
1,308
–
3,782
3,200
–
(1,303)
(1,303)
(900)
(1,751)
(76)
(340)
(976)
(2,091)
10,294
–
–
66
–
14,076
3,200
(1,303)
(910)
(2,091)
Net debt as at 31 March 2021
(54,290)
(5,532)
(59,822)
47,598
(12,224)
30. Equity options
On the 29 March 2017, the Company announced the formation of the Tricoya® Consortium and as part of
this, funding was agreed with BGF and Volantis (see note 29). In addition to the issue of the Loan Notes
the Company granted options over ordinary shares of the Company to95 BGF and Volantis exercisable at
a price of £0.62 per ordinary share at any time until 31 December 2026 (the ‘Options’).
5,838,954 Options were issued to BGF and 3,217,383 Options were issued to Volantis. In addition, the
Company agreed to use its reasonable endeavours to obtain shareholder authority at the subsequent
General Meeting to grant to BGF a further option in respect of 2,610,218 ordinary shares and to grant to
Volantis a further option in respect of 1,438,284 ordinary shares (the ‘Additional Options’).
The necessary resolutions were passed at the General Meeting held on 21 April 2017 and accordingly the
Additional Options had been converted to Options.
On 26 March 2021, the Company announced the Options issued to Volantis had been exercised in full for a
total consideration of £2,779,898.77 payable to the Company, representing an exercise price per ordinary
share of £0.62 as agreed on 29 March 2017 (adjusted to £0.5971 following a subsequent share issuance in
April 2017).
At 31 March 2021 a total 8,449,172 Options exist attributable to BGF. This represents 5.0% (2020: 8.1%) of
the issued share capital of the Company as at 31 March 2021.
31. Financial instruments
Financial instruments
Lease liabilities
Lease creditors of €5,532,000 as at 31 March 2021 (2020: €5,121,000) relates to various offices, land,
equipment and cars that the Group leases (see note 18).
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to shareholders.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to
owners of the parent Company, comprising share capital, reserves and accumulated losses.
The Board reviews the capital structure on a regular basis. As part of that review, the Board considers
the cost of capital and the risks associated with each class of capital. Based on the review, the Group will
balance its overall capital structure through new share issues and the raising of debt if required.
No final dividend is proposed in 2021 (2020: €nil). The Board deems it prudent for the Company to
protect as strong a statement of financial position as possible during the current phase of the Company’s
growth strategy.
Financial Instruments by category
2021/€'000
Financial assets
Trade and other receivables
Financial asset investments
Derivative financial instruments (FX forward)
Cash and cash equivalents
Total
2020/€'000
Financial assets
Trade and other receivables
Financial asset investments
Derivative financial instruments (FX forward)
Cash and cash equivalents
Total
2021/€'000
Financial liabilities
Borrowings – loans
Lease liabilities
Trade and other payables
Fair value
hierarchy
At amortised
cost
At fair value
though profit
or loss
At fair value
through OCI
Level 2
Level 2
10,411
–
–
47,598
58,009
–
–
134
–
134
–
–
–
–
–
Fair value
hierarchy
At amortised
cost
At fair value
though profit
or loss
At fair value
through OCI
Level 2
Level 2
12,131
–
–
37,238
49,369
–
–
–
–
–
–
–
–
–
–
Fair value
hierarchy
At amortised
cost
At fair value
though profit
or loss
At fair value
through OCI
(54,290)
(5,532)
(9,451)
–
(69,273)
–
–
–
–
–
–
–
–
–
–
Total
10,411
–
134
47,598
58,143
Total
12,131
–
–
37,238
49,369
Total
(54,290)
(5,532)
(9,451)
–
(69,273)
Derivative financial instruments (FX forward)
Level 2
Total
154
155
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
31. Financial instruments continued
2020/€'000
Financial liabilities
Borrowings – loans
Lease liabilities
Trade and other payables
Derivative financial instruments (FX forward)
Level 2
Total
Fair value
hierarchy
At amortised
cost
At fair value
though profit
or loss
At fair value
through OCI
(57,313)
(5,121)
(7,827)
–
(70,261)
–
–
–
(330)
(330)
–
–
–
–
–
Total
(57,313)
(5,121)
(7,827)
(330)
(70,591)
Money market deposits are held at financial institutions with high credit ratings (Standard & Poor’s rating
of A).
All assets and liabilities mature within one year except for the lease liabilities, for which details are given in
note 18 and loans, for which details are given in note 29.
Trade payables are payable on various terms, typically not longer than 30 to 60 days with the exception of
some major capex items.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange
rates and interest rates.
Financial risk management objectives
The Group’s treasury policy is structured to ensure that adequate financial resources are available for the
development of its business whilst managing its currency, interest rate, counterparty credit and liquidity
risks. The Group’s treasury strategy and policy are developed centrally and approved by the Board.
Foreign currency risk management
The Group’s functional currency is the euro with the majority of operating costs and balances
denominated in euros. An increasing proportion of costs will be incurred in pounds sterling as the Group’s
activities associated with the Tricoya® plant in Hull increase, although future revenues will be in euros or
other currencies. The Group’s Loan Notes, which were issued to fund these UK based operations, are
denominated in pounds sterling. A smaller proportion of expenditure is incurred in US dollars and pounds
sterling. In addition some raw materials, while priced in euros, are sourced from countries which are not
within the Eurozone. The Group monitors any potential underlying exposure to other exchange rates.
The Group holds a proportion of the cash associated with the Tricoya® Consortium in pounds sterling and
has purchased fx forward contracts with a nominal amount of £5.85m (2020: nominal amount of £5.85m)
to reflect the expected costs associated with the construction of the plant in Hull and are accordingly
accounted for as a cash flow hedge (see note 5).
Interest rate risk management
The Group’s borrowings are limited to fixed rate loans with BGF, Volantis, Cerdia, ABN Amro and Bruil,
together with the remaining Arnhem finance lease and the lease of the office fit out and furniture in
London. The interest rate in respect of the loan facility agreed with Natwest Bank is variable, based on
Euribor plus a variable margin. Therefore the Group is not significantly exposed to interest rate risk in
relation to financial liabilities. Surplus funds are invested in short term interest rate deposits to reduce
exposure to changes in interest rates. The Group does not currently enter into any interest rate hedging
arrangements, although will review the need to do so in respect of the variable interest rate loan facility
with Natwest Bank.
Credit risk management
The Group is exposed to credit risk due to its trade receivables receivable from customers and cash
deposits with financial institutions. The Group’s maximum exposure to credit risk is limited to their
carrying amount recognised at the balance sheet date.
The Group ensures that sales are made to customers with an appropriate credit history to reduce the
risk where this is considered necessary. The Directors consider the trade receivables at year end to be
of good credit quality including those that are past due (see note 23). The Group is not exposed to any
significant credit risk exposure in respect of any single counterparty or any group of counterparties with
similar characteristics other than the balances which are provided for as described in note 23.
The Group has credit risk from financial institutions. Cash deposits are placed with a group of financial
institutions with suitable credit ratings in order to manage credit risk with any one financial institution.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board, which has built an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long term
funding and liquidity management requirements. The Group manages liquidity risk by maintaining
adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and
matching the maturity profile of financial assets and liabilities.
Fair value of financial instruments
In the opinion of the Directors, there is no material difference between the book value and the fair value
of all financial assets and financial liabilities.
32. Capital Commitments
Contracted but not provided for in respect of property, plant and equipment
2021
€'000
10,808
2020
€'000
10,859
Included in the above, are amounts relating to the Engineering, Procurement and Construction contracts
relating to the Tricoya® plant under construction in Hull and committed items related to the Reactor 4
expansion project in Arnhem.
33. Events occurring after 31 March 2021
Capital raise
In May 2021, Accsys completed a successful Placing and open offer for an issue of shares in the Company,
raising gross proceeds of approximately €37 million. The net proceeds are to be used primarily to fund
the Group’s investment in expanding its Accoya® business into North America through the construction of
a new Accoya® USA plant, through its joint venture with Eastman Chemical Company, as well as to provide
additional capital to support the Company’s continued growth and ongoing development.
Termination letter received from Lead contractor on Tricoya® Hull plant construction
In early June 2021, we received a notice from the lead contractor responsible for the delivery of the plant,
Engie Fabricom UK Limited, purporting to terminate the engineering, procurement and construction
(EPC) agreement for the project by reason of force majeure arising out of the COVID-19 pandemic.
With the contract now terminated, Engie Fabricom has spent two weeks demobilising from the site,
ensuring that the handover of the site to Accsys is completed safely and securely. Work has commenced
to develop the detailed plans necessary to complete the remaining items of construction and
commissioning of the plant. Given the relatively advanced status of the project, we are now evaluating the
potential to project manage the final works directly and may not need to appoint another lead contractor.
Our team is conducting a comprehensive GAP analysis which will be completed following obtaining full
access to the site, which is expected this week, together with receipt of the project documentation held
by Engie Fabricom. This will enable us to validate the remaining works, costs, timeline and people required
to complete construction and for commissioning required for full operation of the plant to be carried out.
Once this evaluation has been completed, we shall update the market with our expectations for the start-
up of the plant and likely remaining associated costs to completion.
156
157
for the year ended 31 March 2021Notes to the Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
Company Balance Sheet
as at 31 March 2021
Registered Company 05534340
Non-current assets
Investments in subsidiaries
Right of use assets
Financial asset at fair value through profit or loss
Current assets
Debtors
Cash at bank and in hand
Creditors: amounts falling due within one year
Net current assets
Note
2021
€'000
2020
€'000
4
5
6
7
16,555
15,838
53
–
65
–
16,608
15,903
194,125
14,135
208,260
195,796
11,402
207,198
(16,635)
(12,941)
191,625
194,257
Company Statement of Changes in Equity
for the year ended 31 March 2021
Called up
Share capital
€000
Share
premium
account
€000
Capital
redemption
Reserve
€000
Own Shares
€000
Profit and loss
account
€000
Total
Shareholders
Funds
€000
At 01 April 2019
5,900
145,429
148
(9)
(1,467)
150,001
Loss for the financial year
Share based payments
Shares issued
Premium on shares issued
Share issue costs
–
–
2,214
–
–
–
–
–
44,281
(3,320)
Balance at 31 March 2020
8,114
186,390
Loss for the financial year
Share based payments
Shares issued
Premium on shares issued
Share issue costs
–
–
352
–
–
–
–
–
3,215
(7)
–
–
–
–
–
148
–
(63)
–
–
85
–
–
9
–
–
–
–
–
(36)
–
–
(2,709)
(2,709)
614
–
–
–
614
2,223
44,281
(3,320)
(3,562)
191,090
(3,955)
(3,955)
717
–
–
–
654
316
3,215
(7)
(36)
(6,800)
191,313
Creditors: amounts falling due after more than one year
8/9
(16,920)
(19,070)
Balance at 31 March 2021
8,466
189,598
Net assets
Capital and reserves
Called up Share capital
Share premium account
Reserve for own shares
Capital redemption reserve
Profit and loss account
Total shareholders' funds
10
191,313
191,090
8,466
189,598
(36)
85
(6,800)
191,313
8,114
186,390
–
148
(3,562)
191,090
The financial statements were approved by the Board and authorised for issue on 21 June 2021 and signed
on its behalf by:
Robert Harris
Director
William Rudge
Director
The notes on pages 160 to 167 form an integral part of the parent Company financial statements.
The profit and loss account includes €8,010,000 of non-distributable reserves arising from the liquidation
of Accsys Chemicals Limited in the year ended 31 March 2007. The profit and loss account also includes
€10,064,000 of non-distributable reserves relating to share based payments.
158
159
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
Notes to the Company Financial Statements
1. Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
The separate financial statements of Accsys Technologies PLC (‘the Company’) have been prepared in
accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101) for the year
ended 31 March 2021. The financial statements have been prepared under the historical cost convention,
as modified by the revaluation of land and buildings and derivative financial assets and financial liabilities
measured at fair value through profit or loss, and in accordance with the Companies Act 2006.
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying
the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial statements are disclosed in note 2
of the Group financial statements.
The following exemptions from the requirements of IFRS have been applied in the preparation of these
financial statements, in accordance with FRS 101:
• the Company has taken advantage of the exemption in FRS 101, and has not disclosed information
required by the standard as the consolidated financial statements, in which the Company is included,
provide equivalent disclosures for the Group under IFRS 7 ‘Financial instruments: disclosures’;
• the Company has taken advantage of the exemption available under FRS 101 and not disclosed related
party transactions with wholly owned subsidiary undertakings; and
• the Company has taken advantage of the exemption available under FRS 101 and the requirements of
IAS 7 to not disclose a Statement of Cash Flows.
As permitted under section 408 of the Act the Company has elected not to present its own profit and loss
account for the year. The loss for the financial year was €3,955,000 (2020: loss of €2,709,000).
Going concern
The Company financial statements are prepared on a going concern basis, which assumes that the
Company will continue in operational existence for the foreseeable future, and at least 12 months from
the date these financial statements are approved.
As part of the Company’s going concern review, the Directors have assessed the Company’s trading
forecasts and working capital requirements for the foreseeable future under a base case scenario, taking
into account the Company’s financial resources including the current cash position and banking and
finance facilities which are currently in place (see note 29 in the Group financial statements for details
of these facilities) and the possible further impact of COVID-19.
The Directors have also assessed a severe but plausible downside scenario with reduced sales volumes
and lower gross margin. These forecasts indicate that, in order to continue as a going concern, the
Company is dependent on achieving certain operating performance measures relating to the production
and sales of Accoya® wood from the plant in Arnhem with the collection of on-going working capital items
in line with internally agreed budgets.
The Directors have also considered the possible amount and timing of capital expenditure required
to complete the Tricoya® plant in Hull following the recent purported termination of the engineering,
procurement and construction contract by the main contractor. This has been considered together with
the current expansion of the Arnhem operation and intended investment in the USA, noting that the
full forecast project costs have not yet been committed to. There are a sufficient number of alternative
actions and measures within the control of the Company that can and would be taken in order to ensure
on-going liquidity including reducing/deferring costs in some discretionary areas as well as larger capital
projects if necessary.
The Directors believe that while some uncertainty always inherently remains in achieving the budget,
in particular in relation to market conditions outside of the Company’s control and uncertainty over
future cash flows in completing the Hull plant construction as set out above, together with the continued
heightened risk that COVID-19 entails, there is sufficient liquidity under the severe but plausible downside
such that there is no material uncertainty with respect to going concern. Therefore the Directors believe
that the going concern basis is the most appropriate on which to prepare the financial statements.
Investments
Except where a reliable fair value cannot be obtained, unlisted shares held by the Company are stated at
historical cost less any provision for impairment.
Share based payments
When the parent entity grants options over equity instruments directly to the employees of a subsidiary
undertaking, then in the parent Company financial statements the effect of the share based payment
is capitalised as part of the investment in the subsidiary as a capital contribution, with a corresponding
increase in equity.
The fair value of the options granted is measured using a modified Black Scholes model, taking into
account the terms and conditions upon which the options were granted. The amount recognised as
an expense is adjusted to reflect the actual number of share options that vest only where vesting is
dependent upon the satisfaction of service and non-market vesting conditions.
Non-market vesting conditions are taken into account by adjusting the number of equity instruments
expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over
the vesting period is based on the number of options which eventually vest. Market vesting conditions are
factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to
achieve a market vesting condition.
Deferred taxation
Deferred taxation is provided in full in respect of taxation deferred by timing differences between the
treatment of certain items for taxation and accounting purposes except for deferred tax assets which are
only recognised to the extent that the Company anticipates making sufficient taxable profits in the future
to absorb the reversal of the underlying timing differences. Deferred tax balances are not discounted.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are
recognised when paid. Final equity dividends are recognised when approved by the shareholders at an
annual general meeting.
Financial liabilities
Other financial liabilities
Trade payables and other financial liabilities are initially recognised at fair value and subsequently carried
at amortised cost using the effective interest method.
160
161
for the year ended 31 March 2021FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 1. Accounting policies continued
4. Investments in subsidiaries
Accounting judgements
In preparing the Financial Statements, management has to make judgments on how to apply the
accounting policies and make estimates about the future. The critical judgements that have been made
in arriving at the amounts recognised in the Financial Statements and the key sources of uncertainty that
have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the
next financial year are discussed below:
Financial asset at fair value through profit or loss
The Company has an investment in listed equity shares carried at nil fair value as a reliable fair value
cannot be obtained since there is no active market for the shares and there is currently uncertainty
around the future funding of the business. The Company makes appropriate enquiries and considers
all of the information available to it in order to determine the fair value.
Carrying value of intercompany receivables and investments in subsidiaries
The recoverable amounts of these balances have been determined based on value in use calculations.
These calculations require the use of judgements in relation to discount rates and future forecasts.
The recoverability of these balances is dependent upon the level of future licence fees and
manufacturing revenues relating to Group companies. While the scope and timing of the production
facilities to be built under the Group’s existing and future agreements remains uncertain, the
Directors remain confident that revenue from own manufacturing, existing licensees, new licence or
consortium agreements will be generated, demonstrating the recoverability of these balances.
2. Profit and loss account
A loss of €3,955,000 (2020: loss of €2,709,000) is dealt with in the Company financial statements of
Accsys Technologies PLC. The Directors have taken advantage of the exemption available under section
408 of the Companies Act 2006 and not presented a profit and loss account for the Company. Fees
payable to the Company’s auditors for the audit of the Group’s annual financial statements was €73,000
(2020: €78,000). Fees payable to the Company’s auditors for the audit of the Company’s subsidiaries was
€84,000 (2020: €71,000), fees payable to Component auditors for audit of subsidiaries was €98,000
(2020: 93,000), fees payable for audit related assurance services and was €34,000 (2020: €26,000)
and other audit related services €14,000 (2020: Nil) In addition to the above, in the prior year, fees of
€273,000 relating to the working capital review for the December 2019 equity fundraise were paid to the
Company’s auditors. These fees were accounted for in Share Premium as Share issue costs.
The information disclosed in the Group’s consolidated financial statements under IFRS2 ‘Share-based
payment’ is within note 15, providing further information regarding the Company’s equity settled share
based payment arrangements.
3. Employees
The Company had no employees other than Executive Directors (2021: 2 and 2020: 2) during the current
or prior year.
Non-Executive Directors received emoluments in respect of their services to the Company of €320,000
(2020: €344,000). Details have been included in the Remuneration Report. The Company did not operate
any pension schemes during the current or preceding year.
Cost
At 1 April 2019
Share based payments
At 31 March 2020
Share based payments
At 31 March 2021
Impairment
At 1 April 2019 and 1 April 2020 and 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
At 31 March 2019
€'000
19,904
614
20,518
717
21,235
4,680
16,555
15,838
15,224
The Directors have considered the recoverability of the carrying values, taking into account the net
assets as well as the long term expected performance of the subsidiaries and do not consider that
any impairment is currently required. The recoverable amount is determined based on a value in use
calculation which uses cash flow projections based on Board approved financial budgets. Cash flows have
been projected for a period of 12 years, including a five year forecast and seven years of 1.8% growth
plus assumptions concerning a terminal value and based on a pre-tax discount rate of 10.5% per annum
(2020: 10%). The key assumption used in the value in use calculations is the level of future licence fees
and manufacturing revenues prudently estimated by management over the budget period. These have
been based on past experience and expected future revenues but are limited to existing assets and those
under construction.
The following were the principal subsidiary undertakings at the end of the year and have all been included
in the financial statements:
Subsidiary undertakings
Titan Wood Technology BV (Netherlands)
Titan Wood BV (Netherlands)
Titan Wood Limited (UK)
Titan Wood Inc (USA)
Accsys (Accoya USA) Holdings LLC (USA)
Accsys USA Holdings Inc (USA)
Tricoya Technologies Limited (UK)1
Tricoya UK Limited (UK)1
Joint venture undertakings
Accoya USA LLC (USA)
Class
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2021
% shares and
voting rights held
2020
% shares and
voting rights held
100
100
100
100
100
100
78
49
60
100
100
100
100
–
–
78
49
–
The shares in Titan Wood BV, Titan Wood Inc, Accsys (Accoya USA) Holdings LLC, Accsys USA Holdings
Inc, Accoya USA LLC, Tricoya Technologies Ltd and Tricoya UK Ltd are held indirectly by the Company.
1 Non-controlling interests shareholdings are detailed in note 9 & 27 of Group financial statements.
162
163
for the year ended 31 March 2021Notes to the Company Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021
4. Investments in subsidiaries continued
The principal activities of these companies were as follows:
Titan Wood Technology B.V. *
The provision of technical and engineering services to licensees, and the technical
development of acetylation opportunities.
Titan Wood B.V. *
The manufacture and sale of Accoya® acetylated wood.
Titan Wood Limited **
Establishing global market penetration of Accoya® and Tricoya® as the premium
wood and wood elements brands respectively for external applications requiring
durability, stability and reliability through the licensing of the Group's proprietary
process for wood acetylation.
Titan Wood Inc. ***
Provision of Sales, Marketing and Technical services.
Accsys (Accoya USA) Holdings LLC *** Holdings company.
Accsys USA Holdings Inc ***
Holdings company.
Tricoya Technologies Limited **
Engaged in the commercialisation of technology for the production of Tricoya®
Wood Elements around the world.
Tricoya UK Limited **
The construction and operation of manufacturing plant for Tricoya® wood chips as
the premium wood elements brand for external applications requiring durability,
stability and reliability.
Accoya USA LLC ***
The construction and operation of a manufacturing plant for Accoya® acetylated
wood to serve the North American market.
Registered office of subsidiaries:
* P.O. Box 2147, 6802 CC, Arnhem, The Netherlands.
** Brettenham House, 19 Lancaster Place, London, WC2E 7EN, United Kingdom.
*** 5000 Quorum Drive, Suite 620, Dallas, Texas 75254, U.S.A.
5. Financial asset at fair value through profit or loss
Shares held in Cleantech Building Materials PLC
2021
€'000
–
2020
€'000
–
Accsys Technologies PLC has previously purchased a total of 21,666,734 unlisted ordinary shares in
Diamond Wood China. On 23 December 2016, Cleantech Building Materials PLC acquired Diamond Wood
China. On 19 April 2017 Cleantech Building Materials acquired the 21,666,734 shares previously owned
by the Company and in return the Company has been issued with 520,001 shares in Cleantech Building
Materials PLC, a listed company trading on the Nasdaq First North market in Copenhagen.
There continues to be no active market for these shares as at 31 March 2021, and there is significant
uncertainty over the future of Cleantech Building Materials PLC. As such a reliable fair value cannot be
calculated and the investment is carried at a nil fair value (2020: nil).
The carrying value is similar to the previous accounting treatment under IAS 39, under which the historical
cost of the listed shares of €10m was offset by a provision for impairment of the entire balance of €10m,
resulting in a nil carrying value.
A total of 498,522 shares were held at 31 March 2021.
6. Debtors
Amounts owed by Group undertakings
Prepayments and accrued income
2021
€'000
2020
€'000
193,966
195,674
159
122
194,125
195,796
The amounts owed by Group undertakings currently have no repayment plans in place, however the
intention is for the Group’s subsidiaries to repay this balance in the future. A repayment plan will be
determined and commence for the loan when the subsidiaries have surplus cash and the Group requires
the cash for other purposes. The Directors have considered the recoverability of the balances, taking
into account the net assets as well as the long term expected performance of the subsidiaries and do
not consider that any impairment is currently required. The recoverable amount is determined based
on a value in use calculation which uses cash flow projections based on latest board approved financial
budgets. Cash flows have been projected for a period of 12 years, including a five year forecast and seven
years of 1.8% growth plus assumptions concerning a terminal value discounted at a pre-tax discount rate
of 10.5% per annum (2020: 10%) to determine their present value. Refer to note 17 of the Group financial
statements for the key assumptions and sensitivity analysis for this calculation.
7. Creditors: amounts falling due within one year
Trade creditors
Amounts owed to Group undertakings
Obligation under lease liabilities
Short term borrowings
Accruals and deferred income
2021
€'000
133
11,638
16
4,662
186
16,635
2020
€'000
323
11,660
21
740
197
12,941
The amounts owed to Group undertakings are payable upon demand and are unsecured.
8. Commitments under lease liabilities
Agreements were entered into in a prior year for the lease of office furniture and fit-out for the London
head office, resulting in a lease creditor of €6,000 as at 31 March 2021 (2020: €14,000).
The Company also leases a car for an employee, resulting in a lease creditor of €23,000 as at 31 March
2021 (2020: €35,000).
Amounts payable under lease liabilities:
Within one year
In the second to fifth years inclusive
After five years
Less: future finance charges
Present value of lease obligations
Minimum lease payments
2021
€'000
2020
€'000
16
14
–
(1)
29
23
30
–
(4)
49
164
165
for the year ended 31 March 2021Notes to the Company Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 9. Commitments under loan agreements
Amounts payable under loan agreements:
Within one year
In the second to fifth years inclusive
After five years
Less future finance charges
Present value of loan obligations
2021
€'000
6,436
18,070
–
2020
€'000
827
23,483
–
(2,937)
(4,523)
21,569
19,787
The balance relates to Loan Notes issued to BGF and Volantis. Further details can be found in note 29 of
the Group financial statements.
10. Called up Share capital
Allotted – Equity share capital
169,324,264 Ordinary shares of €0.05 each
(2020: 162,288,155 Ordinary shares of €0.05 each)
In year ended 31 March 2020:
2021
€'000
2020
€'000
8,466
8,466
8,114
8,114
On 23 December 2019, 27,239,764 Firm Placing Shares and 16,855,474 Open Offer Shares were issued
as part of the capital raise to fund the Arnhem plant expansion, completion of the Tricoya® plant in Hull,
preliminary work in the United States and working capital requirements related to these activities.
The Shares were issued at a price of €1.05 per ordinary share, raising gross proceeds of €46.3 million
(before expenses).
During the year, the Group re-introduced the Employee Share Participation Plan (see note 15 to the
Group financial statements for further details). In February 2020 various employees subscribed for a total
of 204,612 shares at an acquisition price of €1.095 per share, with these shares issued to a trust, to be
released to the employees after one year, together with an additional share on a matched basis (subject to
continuing employment within the Group).
In the prior year, 173,915 shares were issued to the Employee Benefit Trust (EBT) with these vesting on
1 July 2019. Of these shares, beneficiaries elected to sell 106,448 shares in the market, with a sale date
of 31 July 2019.
In the year ended 31 March 2021:
1,259,449 shares were issued on 12 May 2020 following the exercise of nil cost options, granted under the
Company’s 2013 Long Term Incentive Plan (LTIP).
727,250 shares were issued to an Employee Benefit Trust (EBT) on 29 June 2020 at nominal value, in lieu
of cash bonuses for the year ended 31 March 2020. These shares will vest on 1 July 2021, subject to the
employees continuing employment within the Group.
In February 2021, following the subscription by employees in the prior year for shares under the Employee
Share Participation Plan (the ‘Plan’), 198,219 shares were issued as ‘Matching Shares’ at nominal value
under the Plan.
In addition, various employees newly subscribed under the Plan for 195,524 shares at an acquisition
price of €1.43 per share, with these shares issued to a trust, to be released to the employees after one
year, together with an additional share on a matched basis (subject to continuing employment within
the Group).
On 26 March 2021, the Company announced that Lombard Odier Asset Management (USA) Corp on behalf
of 1798 Volantis Catalyst Fund II Ltd (‘Volantis’) exercised options over a total of 4,655,667 ordinary shares
in the Company for a total consideration of £2,779,898.77 (exercise price of £0.5971 per ordinary share)
(see note 30 to the Group financial statements).
11. Reconciliation of movements in shareholders’ funds
Loss for the financial year
Share based payments charged to subsidiaries
Proceeds from issue of shares
Share issue costs
Net increase in shareholders' funds
Opening shareholders' funds
Closing shareholders' funds
12. Dividends Paid
2021
€'000
(3,955)
717
3,468
(7)
223
2020
€'000
(2,709)
614
46,504
(3,320)
41,089
191,090
150,001
191,313
191,090
2021
€'000
2020
€'000
Final Dividend €Nil (2020: €Nil) per ordinary share
proposed and paid during year relating to the previous year's results
–
–
13. Deferred taxation
The Company has an unrecognised deferred tax asset of €3.6m (2020: €2.2m) which is largely in respect
of trading losses. The deferred tax asset has not been recognised due to the uncertainty of the timing
of future expected profits of the fellow subsidiary (in which the Company is in the same tax group)
attributable to licensing activities.
166
167
for the year ended 31 March 2021Notes to the Company Financial Statements continuedFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTOVERVIEWAccsys Technologies PLC — Annual Report and Financial Statements 2021 Accsys Technologies PLC — Annual Report and Financial Statements 2021
Shareholder Information
Accsys Technologies PLC is a public limited company incorporated in the United Kingdom
Directors
Sean Christie
Sue Farr
Robert Harris
Nick Meyer
Stephen Odell
William Rudge
Trudy Schoolenberg
Alexander Wessels
Non-Executive Director
Non-Executive Director
Chief Executive Officer
Non-Executive Director
Non-Executive Chairman
Finance Director
Non-Executive Director
Non-Executive Director
Company Secretary
Angus Dodwell
Company Number
05534340
Registered Office
Bankers
Registrars
Independent Auditors
NatWest Bank
250 Bishopsgate
London, EC2M 4AA
Brettenham House
19 Lancaster Place
London, WC2E 7EN
Barclays Bank
One Churchill Place
London, E14 5HP
ABN AMRO Bank
Velperweg 37
6824 BM Arnhem
The Netherlands
SLC Registrars
PO Box 5222
Lancing, BN99 9FG
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory auditors
1 Embankment Place
London, WC2N 6RH
Lawyers
Slaughter & May
One Bunhill Row
London, EC1Y 8YY
Joint Broker and Nomad
Numis Securities Ltd
The London Stock Exchange Building
10 Paternoster Square
London, EC4M 7LT
Joint Broker
Corporate Access,
The Netherlands
Investor Relations
Investec Bank PLC
30 Gresham Street
London, EC2V 7QP
ABN AMRO Bank N.V
Gustav Mahlerlaan 10
1082 PP Amsterdam
Netherlands
FTI Consulting
200 Aldersgate Street
Barbican
London, EC1A 4HD
168
Accsys Technologies PLC
Brettenham House
19 Lancaster Place
London
WC2E 7EN
+44 (0)20 7421 4300
Accsys®, Accoya®, Tricoya® and the Trimarque Device are registered trademarks owned by Titan Wood Limited (‘TWL’), a wholly owned subsidiary
of Accsys Technologies PLC, and may not be used or reproduced without written permission from TWL, or in the case of the Tricoya® registered
trademark, from Tricoya Technologies Limited, who have exclusive rights to exploit the Tricoya® brand. © Accsys Technologies PLC 2021
www.accsysplc.com
www.accoya.com
www.tricoya.com
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