CHANGING WOOD
TO CHANGE
THE WORLD
Annual Report and
Financial Statements
2022
ACCSYS IS A FASTGROWING 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 thebuilt environment.
By doing so, we give the world a choice
tobuild sustainably.
Cover: The Butter Lane Residence, Bridgehampton, New York. IKIGAI by reSAWN TIMBER co.
features charred Accoya wood burnt in the Japanese style of shou sugi ban. Designer: Young Projects
Inside Cover: External cladding and joinery manufactured from Accoya at Casa Hermanas, Madrid,
Spain, Architect: ARENAS BASABE PALACIOS
GOVERNANCE FINANCIAL STATEMENTS
01
STRATEGIC REPORTOVERVIEW
Sustainability Our
Strategy
Corporate
Governance
“We continue to focus on our
purpose of ‘Changing Wood
to Change the World’ and our
strategy to make this happen”
Overview
02 Key Highlights
04 Our Business at a Glance
06 Chairman’s Statement
Strategic Report
10 Our Products
12 Our Market
16 Our Business Model
18 Our Strategy
21 Strategy in Action
26 Chief Executive’s Statement
34 Our Ventures
36 Financial Review
42 Risk Management
50 Sustainability
61 Stakeholder Engagement
Corporate Governance
66 Board of Directors
68 Senior Leadership Team
70 Chairman’s Introduction
toGovernance
72 Corporate Governance
75 The QCA Corporate
Governance Code
80 Remuneration Report
98 Directors’ Report
102 Statement of Directors’
Responsibilities
Financial Statements
104 Independent Auditors’ Report
117 Consolidated Statement
of Comprehensive Income
118 Consolidated Statement
of Financial Position
119 Consolidated Statement
of Changes in Equity
120 Consolidated Statement
of Cash Flow
121 Notes to the Financial
Statements
166 Company Statement
of Financial Position
167 Company Statement
of Changes in Equity
168 Notes to the Company
Financial Statements
Shareholder Information
176 Shareholder Information
View the latest results online at: www.accsysplc.com
1850 72
Accsys Technologies PLC – Annual Report and Financial Statements 2022
02
KEY HIGHLIGHTS
Financial highlights
1 On an underlying basis, including the Group’s attributable share of our USA joint venture.
2022
2021 €99.8m
€120.9m
2022
2021 33%
30%
2022
2021 €33.1m
€36.0m
2022
2021 €1.1m
€1.3m
2022
2021 €10.1m
€10.4m
2022
2021 (€12.2m)
(€27.2m)
Accoya
®
Margin
Accoya® Manufacturing margin of 30%,
inline with long term target level
Gross Profit
Gross profit up 9%
Group Revenue
Group revenue up 21%
Underlying Profit before tax
1
Underlying Profit before tax up 18%
Underlying EBITDA
1
Underlying Group EBITDA up 3%
Net debt
Group net debt increased by €15.0m
€120.9m
30%
€36.0m
€1.3m
€10.4m
(€27.2m)
See page 36 for more financial highlights
See page 129 for Alternative Performance
Measures details
Accoya cladding specified in this ‘Zero Series’ house in
MariSol in Malibu, USA. Architect: Burdge Architects
Manufacturer: Delta Millworks.
03
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Operational and ESG highlights
Health and safety Carbon emissions Employee engagement
0.5
Lost-Time Incident Rate
0.142
Scope 1 and 2 GHG
emissions intensity
78%
Employee survey
response rate
Accoya
®
sales volume
59,649
cubic metres
Accoya
®
sales growth
-1%
FY 2022
Capacity to double
120,000
cubic metres capacity
See page 50 for more ESG highlights See page 53 for more informationSee page 60 for more detail
on carbon emissions
See page 26 for the CEO Review
Improved from FY21 rate of 1.8, with
a continuing focus on Safety as one
of our core values.
Accoya
®
volume sold in
the 2022 financial year.
Year on year change in Accoya
®
volume
sold in FY22 from existing Arnhem plant,
impacted by fourth reactor installation
and as the plant remains at capacity.
Hull and Arnhem construction
projects to add equivalent of
60,000m
3
to our current capacity.
Location-based tCO
2
per m
3
of Accoya® sold.
A year on year increase of 4%
on FY21.
In FY22 we held our third employee
engagement survey, with a focus on
diversity & inclusion, and the same
response rate year on year.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
04
OUR BUSINESS AT A GLANCE
OUR PURPOSE
Who we are
Accsys combines 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.
CHANGING WOOD
TO CHANGE THE
WORLD
‘Changing wood’ is what we do, and
‘to change the world’ is why we do
it. Our purpose gives us a common,
aspirational goal to work towards
and is embraced by our stakeholders:
making the world a better, more
sustainable place.
Our values
Our values represent what we believe in as a company. We use them to guide our strategy and actions
for the long term and on a daily basis. Our values are:
1
Be ambitious –
the world depends
on us
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.
2
Respect
and value all
stakeholders
Everyone we work with is important –
our colleagues, customers, partners,
suppliers, shareholders and more.
We act with integrity and authenticity,
encourage collaboration, and build
trust through inclusion and mutual
respect. As a team, we will succeed.
3
Be committed to
safety, quality and
sustainability
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 strive to fulfil our brand
promise and delight our customers.
We commit to delivering consistently
high quality.
GOVERNANCE FINANCIAL STATEMENTS
05
STRATEGIC REPORTOVERVIEW
Key
Accsys Locations
Product Distribution
Dallas sales office
Kingsport Accoya® site
London Accsys head office
Barry Accoya® Color site
Hull Tricoya® site
Arnhem Accoya® site & office
Freiburg Accsys sales office
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 stable, durable and Cradle to
Cradle Certified™.
Tricoya® wood chips are a feedstock
for our licensees to manufacture high
performance Tricoya® panel products
suitable for outdoor use.
See page 34 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.
Building new plants
and optimising
existing sites
Working with
business partners
Global sales and
distribution
Proprietary
manufacturing
Sourcing
Investing
in our
future
Our
activities
Research and
development
(R&D)
Read more
on page 16
Our footprint
Accsys Technologies PLC – Annual Report and Financial Statements 2022
0606
Accsys Technologies PLC – Annual Report and Financial Statements 2022
CHAIRMAN’S STATEMENT
“ Accsys has navigated a
dynamic external environment
to make substantial progress
as the company has moved
ahead with its ambitious
growth plans”
Overview
During the 2022 financial year
Accsys has navigated a dynamic
external environment to make
substantial progress as the company
has moved ahead with its ambitious
growth plans.
COVID-19 has had an evolving
impact on labour markets,
workplace safety and efficiency, and
distribution channels. This together
with the wider macroeconomic
uncertainty generally and that
surrounding the war in Ukraine, has
seen challenges for many companies
including Accsys in increasing costs
and volatility in supply chains. At the
same time, demand for sustainable
products and solutions to the
environmental challenges facing
the world has never been stronger.
As set out in the pages of this
report, Accsys is reporting a year of
progress on its expansion plans, and
another year of significant demand
for our wood products which
continue to outstrip our present
production capacity. The resilience
of our business against this external
backdrop is a testament to the
strength of our business model, the
value proposition of our products,
and the work of our people towards
our strategic vision.
Our strategy
Accsys is a purpose-driven
organisation with a clear vision and
a clear set of values. Our purpose,
vision and values sit at the heart
of our company, driving us forward
together to ‘Change wood to
change the world’.
Ambition, Respect for our
stakeholders and Sustainability are
the company’s three core values.
During 2022 our ambition and work
with our stakeholders is reflected by
our plan for operational expansion
into North America and in having
taken on the final stages of project
management to complete our world-
first Tricoya® Plant in Hull. Both
projects are ventures with world-
class partners.
Our ‘5x’ production capacity
expansion growth target, highlights
the company’s deliverable
ambition and the conviction we
have to participate in the market
opportunity for our sustainable
products. As a company we are
committed to sustainable growth.
This is not only through the impact
of our products, but also through
continuing progress in our own
sustainability including through
improving the environmental
impact of our operations.
Better and greener
woodproducts
The UN ‘COP26’ Climate change
conference in November 2021 saw
governments meet to tackle climate
change. It also highlighted the
opportunities for industries and
companies to innovate to tackle this,
including by reducing ‘embodied
carbon’ in buildings. Accsys’
products offer a solution to lower
embodied carbon, by providing
end-users with a more sustainable
alternative for traditional materials,
where Accoya® can help contribute
towards a lower carbon footprint
across the life cycle.
Crucially, our products offer high
performance, with outstanding
durability and stability in the
context of other wood species.
Innovation in this area, means that
choosing sustainable alternatives
no longer risks compromising on
performance. In Accsys’ case, we are
offering a substitutional product
with both higher performance and
better sustainability impacts than
competing materials.
GOVERNANCE FINANCIAL STATEMENTS
07
STRATEGIC REPORTOVERVIEW GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORTOVERVIEW
07
2022 Performance
Accsys has delivered good
revenue growth for the year,
noting that the operations in
Arnhem are fundamentally
operating at capacity. With
underlying Group revenue
growth up 21% to €120.9m, the
business demonstrated its pricing
power despite raw material cost
headwinds, underpinned by the
continuing strong market demand
for our products. Sales volume of
59,649m
3
(2021: 60,466m
3
) reflects
the capacity constraint at Arnhem,
with some isolated production
downtime as reported inMarch.
Underlying Group EBITDA of
€10.4m, up 3% on the prior year
reflects the necessary increased
investments made in organisational
capability which include increasing
our ability to manage the additional
production capacity growth that
will come online in the year ahead.
The Group finished the year with
adjusted net debt of €55.0m
(2021:€12.2m), reflecting that
weare at an important stage
of capital deployment on key
expansion projects at Hull,
Arnhem and theUS.
Capital Raise
The Group has successfully raised
capital to fund its future growth,
which has been oversubscribed
and heavily supported by existing
shareholders. In May 2021
€37m gross capital was raised
to fund Accsys’ equity share of
the Accoya USA JV alongside
contributions from JV partner
Eastman Chemical Company
and JV project debt finance.
After the financial year end in May
2022, the company completed a
further €20m gross capital raise
which was also heavily supported
by existing shareholders, to
support the completion of current
capital projects and increase
working capital and cashflow
headroom. We extend our thanks
to shareholders for their continuing
support and to new shareholders
for their investment in Accsys.
ESG
ESG has long been integral to
Accsys through our values, our
purpose, and our products.
As a growing company we are
committed to high standards
of corporate responsibility,
sustainability, and employee
engagement, and made excellent
progress in FY22 under our
ESG framework. We have had
another year of good employee
engagement with a 78% response
rate to our annual engagement
survey with a particular focus
on inclusion and diversity this
year. Through our expanding
safety programme which
includes increased monitoring,
defined strategy and increasing
awareness, we are moving
towards a stronger safety culture
across the organisation. Safety
is a strategic imperative for the
organisation, as we expand our
Group geographic footprint
to realise the growth ahead.
We have further embedded
this commitment to safety by
establishing a Board level HSE
committee during the period.
As a Board, we were pleased to
sign off on our first Group Climate
Policy as an important framework
for continuing our journey on
climate change management,
mitigation and adaptation.
During the year we completed
a Board performance evaluation,
and internal review, which
complements our three-yearly
cycle of external evaluations.
The results of the evaluation
confirmed the commitment and
effectiveness of Directors in their
roles and collectively in governing
the Group.
Further reading
See Our Strategy section
on pages18 to 20
See our Sustainability section
on pages 50 to 60
See our Governance section
on pages 70 to 74
2022
2021 €99.8m
€120.9m
Underlying Group Revenue
€120.9m
2022
2021 €10.1m
€10.4m
Underlying EBITDA
€10.4m
2022
2021 (€12.2m)
(€55.0m)
Adjusted Net Debt
(€55.0m)
Accsys Technologies PLC – Annual Report and Financial Statements 2022
08
CHAIRMAN’S STATEMENT continued
Our Board
The Board’s composition brings depth
and range of experience and views
to Accsys, and both supports and
challenges the Executive team in the
execution of the strategy. During
FY22 there were no changes in Board
Directors. Accsys’ General Counsel and
Company Secretary, Angus Dodwell,
stepped down in February 2022, after
over a decade with the company and
we thank Angus for his support to the
Board. We are pleased to welcome Nick
Hartigan as Accsys’ new General Counsel
and Company Secretary, who joined in
April 2022.
After the period end, on 14 June 2022
Louis Eperjesi joined the Board as a Non-
Executive Director, bringing significant
experience of building products,
manufacturing, and supply chain to the
Board. After an eleven-year tenure, Nick
Meyer will retire as Director at the close
of the Group’s AGM in September 2022.
Nick has made a significant contribution
to the Accsys Board over this time and
on behalf of the Board I thank him for the
value he has added to the governance of
the Group.
Looking ahead
As we move through FY23, Accsys will
continue to focus on delivering on our
purpose of ‘Changing Wood to Change
the World’ and our strategy to make this
happen. The demand for our products
remains strong and increasingly relevant,
as high-performance substitutes for
less sustainable building products
within a world looking to decarbonise.
On behalf of the Board, Iwould like to
thank our people for their work in Accsys’
growth journey over the past year and
look forward to a year ahead of further
important milestones as we pursue the
growth ahead of us.
Stephen Odell
Non Executive Chairman
30 June 2022
Investment proposition
LOW
ENVIRONMENTAL
IMPACT
Substantial market opportunity
Potential sales for Accoya® and Tricoya®
estimated to be in excess of 2.6 million
cubic metres per annum.
See page 12 to read more about ‘Our Market’
SUSTAINABLY
SOURCED
Sustainability
Our products meet the growing demand for
environmentally-friendly alternatives seen in
everyday life and in every sector of manufacturing.
Read our ‘Sustainability’ section on page 50
SCALABLE
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 18 to read more about ‘Our Strategy’
WORLDWIDE
ACCREDITATIONS
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.
Discover ‘Our Products’ on page 10
ORGANISED
Strong organisational capability
Talented people are at the core of Accsys, with
skilled employees at all levels and committed
andexperienced leadership.
Read more about ‘People and wellbeing’ on page 53
GOVERNANCE FINANCIAL STATEMENTS
09
STRATEGIC REPORTOVERVIEW
CASE STUDY
Summer WindHouse
– Cape Town,
SouthAfrica
This incredible coastal home in South
Africa features sustainable Accoya® wood
throughout. Accoya® is ideal for this property
as it is constantly exposed to the sea air, in
addition to varying weather year round.
The louvres, three garage doors, front door
and entrance wall, bifold doors, sliding doors,
windows, cladding and pedestrian gate to
access driveway were allmanufactured
usingAccoya®.
The homeowner wanted to use a hard-wearing
timber due to the close proximity to the sea
but also wanted to consider sustainability,
making Accoya® the right solution.
All Accoya® wood was coated using Rubio
Monocoat to give a darker brown effect
whilstallowing the natural grain of Accoya®
wood to remain visible.
For more Accoya® projects, visit
www.accoya.com/projects
Project details
Architects: Akha architects
Joinery: Window and Door Store Cape
Photography:
©
Sean Gibson Photography
Accsys Technologies PLC – Annual Report and Financial Statements 2022
1010
OUR PRODUCTS
ACCSYS PRODUCES
TWO PRODUCTS
Accoya is our acetylated solid wood
product brand. It is the world’s leading
high performance sustainable wood
brand, sourced from fast growing, FSC®
certified forests. It is both highly stable
and resistant to rot, with properties
that match or exceed those of the most
durable tropical hardwoods, plastics and
other non-renewable alternatives. Ideal
for use across numerous internal and
external applications, Accoya’s primary
applications are windows, doors, decking
and cladding.
Accoya comparison chart
Accoya
Sapele
Oak
Meranti
Iroko
Redwood
Lifespan
Warranty
N/A N/A N/A N/A N/A
Coatings performance
Thermally insulated
Maintenance intervals
Tricoya wood chips are the principal
ingredient used by our licensees to
manufacture Tricoya panel products
(similar to MDF) with enhanced
properties: exceptional durability,
very high dimensional stability and ideal
for use in wet environments internally
or externally. These properties open
countless opportunities for specifiers,
architects, joinery manufacturers and
product designers.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
See page 34 for more information
on the Tricoya consortium
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
11
OVERVIEW
SUSTAINABILITY
Both wood product brands compete
not only with other wood products,
such as tropical hardwoods, but also
other carbon intensive materials
such as aluminium, steel, concrete
and plastic. The durability of our
products means that we are well
placed to substitute these less
sustainable materials, as well as
offering the additional sustainability
benefits that building from wood
affords. All sourced wood that is
used to manufacture both Accoya
and Tricoya is FSC® certified.
Our Accoya product brand is also
certified by Cradle to Cradle at
theGold level.
PERFORMANCE
Accoya and Tricoya redefine
performance when it comes to
timber. Both product brands
are highly durable with industry
leading warranties of up to 50
years above ground and 25 years
in ground or freshwater. Offering
outstanding dimensional stability
intheir composition, both products
are suited to extreme climates
as well as offering high levels of
insectresistance.
FINISH
Accoya and Tricoya products look
better for longer. Accoya affords
the option of being left uncoated
to weather naturally or opting for
a coated finish. Due to the excellent
dimensional stability of both Accoya
and Tricoya, coatings last longer,
with many coatings manufacturers
offering extended coating
warranties on their products.
Maintenance time is reduced, saving
time and money over the long term.
Versatility of products means design
freedom not normally achievable
with other wood products.
Warranty for
50 yrs
above ground and 25 years
in ground or freshwater
Reduction of over
75%
in swelling caused
by moisture uptake
Certification
Demonstrating leading
sustainabilitycredentials
Our products are defined by three sets of credentials: performance, finish, and sustainability.
It is with this combination of product attributes that we seek to delight our customers and
stand apart from the competition.
25 & 50 YEAR
WARRANTIES
HIGHLY
STABLE
HIGHLY
DURABLE
LONG
SERVICE LIFE
NATURAL
WOOD
LOW
MAINTENANCE
MULTIPLE
FINISHES
BESPOKE
OPTIONS
IDEAL FOR
COATING
WIDE BOARDS
AVAILABLE
LOW CO
EMISSIONS
NON TOXIC WORLDWIDE
ACCREDITATION
LOW ENVIRON
MENTAL IMPACT
SUSTAINABLY
SOURCED
100%
RECYCLABLE
INSECT
RESISTANT
FOR ALL
CLIMATES
FEWER CALL
BACKS
50 YEAR
WARRANTY
INSECT
RESISTANT
BESPOKE
OPTIONS
HIGHLY
STABLE
FOR ALL
CLIMATES
HIGHLY
DURABLE
LOW
MAINTENANCE
FEWER
CALL BACKS
WIDE BOARDS
AVAILABLE
LONG
SERVICE LIFE
MULTIPLE
FINISHES
LOW CO₂
EMISSIONS
LOW
ENVIRONMENTAL
IMPACT
NON TOXIC
SUSTAINABLY
SOURCED
WORLDWIDE
ACCREDITATIONS
100%
RECYCLABLE
v
Accsys Technologies PLC – Annual Report and Financial Statements 2022
1212
A SIGNIFICANT
GROWTH
OPPORTUNITY
Overview
Accsys’ products are positioned
within the substantial global
woodproducts market, a
subset ofthe wider building
andconstruction 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®
andTricoya® is in excess of
2.6million 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% ofthe 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 marketopportunity.
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.
59,649 m
3
Accoya
®
sold in
this financial year
Approximately 2%
of 2.6+ million cubic metre
total potential market
estimation for Accoya®
and Tricoya®
OUR MARKET
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
1313
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.
Construction & redevelopment
Our products are used in new constructions
as wellas refurbishment, redevelopment and
remodelling for commercial and residential
buildings and projects.
Underlying drivers include social and market
expectations of building usages, performance
anddesign, as well as regulatory changes
(e.g.building safety, maintenance, sustainability
andenergy performance).
One-off events can also impact construction and
redevelopment growth, as seen with the COVID-19
pandemic causing consumers to spend more time
athome and increases in home improvement.
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.
Megatrends
The superior performance and sustainability
characteristics of our products tie into a number
ofbroader macroeconomic trends.
Sustainability
The world is coming to a consensus that action
is needed to address climate change. The built
environment is responsible for almost 40% of
global carbon emissions.
In addition to decarbonisation, the ‘Race to Zero’,
and setting of net zero carbon targets, there is
also an increasing focus on renewable resources:
reducing embodied carbon in materials and
buildings and shifting to the circular economy.
Manycountries and even global businesses now
have mandatory, legislative targets to be carbon
neutral by 2050; decarbonisation is not simply
an option but a necessity.
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
carswe drive. In the built environment, the trend is
the same. Wecan 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. Consumers are also
becoming more aware of product health and
safety with a trend towards non-toxic products.
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
expectedto grow faster than for softwood grades
generally. Causes of this include lifestyle changes
across economies.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
14
Product applications
Our products encourage manufacturers, architects, specifiers and consumers to make sustainable
building material choices on multiple global applications, without compromising on performance.
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 minedmetals.
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 themarket.
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 de-
scribed 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 particu-
larly 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
assustainability.
DECKING
Wood decking has a look and feel of its own.
Ourproducts’ resistance to cracking, splinters,
andother effects of weather and water offers
the choice for genuinely sustainable, long-lasting
decking of unmistakable quality.
WINDOWS
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
andsustainability.
14
OUR MARKET continued
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
15
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
productrange.
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
keyterritories.
Through training, support and
engagement with them and their
manufacturing customers, we develop
brand and product advocates
throughout the valuechain.
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.
DOORS
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.
CLADDING
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
inclass long-term performance.
1515
Our differentiators
We utilise the following resources and relationships, which offer us a competitive advantage in our marketplace:
We obtain the raw wood timber we use
to produce our products from certified
sustainable, well-managed and fast-
growing forests through wood mills and
wood chip suppliers in New Zealand and
the UK. We work with acetyls providers
to source acetic anhydride and sell-back
acetic acid, our reusable by-product into
the market.
We manufacture our wood products
using our proprietary, wood acetylation
process at our existing plant in the
Netherlands.
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.
OUR BUSINESS MODEL
GIVING THE WORLD
A CHOICE TO BUILD
SUSTAINABLY...
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 technology and IP
We have developed families of patents,
providing robust protection over our
proprietary products and processes.
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.
Environment and
sustainability
Accoya® & Tricoya® fit perfectly in
the bio-cycle of the circular economy.
Accoya® is
45 countries
in which we hold 400 patent family members
23% headcount
increase in FY22
Cradle to Cradle Certified™
at the Gold level
Accsys Technologies PLC – Annual Report and Financial Statements 2022
16
Our activities
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.
Our activities also focus on strategic expansion of our business to capture the substantial global market opportunity we believe
is achievable with our products.
Forest Stewardship Council®
(FSC) certified
Outputs
59,649m
3
Accoya® wood sold this year
+21%
FY22 underlying revenue growth
which continues to be driven by
ongoing distribution customers
Sourcing
Proprietary
product
manufacturing
Global sales and
distribution
Our differentiators
We utilise the following resources and relationships, which offer us a competitive advantage in our marketplace:
Our stakeholders
We work with our stakeholders across our business activities.
Through our business activities, we create value for
stakeholders in different ways.
Our Stakeholder Engagement report on page 61 sets out
further detail on our stakeholder relationships.
5x by 2025
production capacity growth target
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
globalmarkets.
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.
Working with the right business
partners helps us maximise our potential,
enabling our growth to realise the
substantial global market opportunity
for ourproducts.
We continue to advance our strategic
priorities, in particular by working
with partners which have resources or
technologies that complement our own
.
... AND INVESTING
IN OUR FUTURE
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 ourtechnology,
products and their place inthe market.
Industry leading brands
Our brands Accoya® and Tricoya® are
globally registered trademarks, portraying
our products’ sustainable, high quality and
long-term performance.
Financial position
With continued growth in revenue and
a cash-generative Accoya® business, our
financial position will support our global
growth plans.
See page 61 for Stakeholder Engagement
€1.2m
R&D investment* in FY 22
*excludes capex on new technology
2 Ventures
with world class business partners
Over 60 countries
in which our brands are registered trademarks
+21%
Revenue growth in FY22
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
17
Building new plants
and optimising
existing sites
Research and
development
(R&D)
Working with
business
partners
Our
Stakeholders
S
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Accsys Technologies PLC – Annual Report and Financial Statements 2022
1818
OUR STRATEGY
REALISING OUR
AMBITIOUS GLOBAL
GROWTH PLAN
WE ARE SEEKING TO GROW OUR ANNUAL PRODUCTION
CAPACITY FIVE-FOLD TO 200,000M
3
BY 2025 WITH
AFOCUS ON FOUR STRATEGIC PRIORITIES
Develop our
technology
Build organisational
capability
Practise manufacturing
excellence
Grow product
demand
Accoya wood vertical panels on the front façade.
Perth, Western Australia. Supplied & installed by M&B
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
1919
Our focus
• Drive sales growth in key markets and categories
• Strong customer relationships, service and support
• Build and protect brands
• Competitive advantage through product performance, quality,
and sustainability
• Well-positioned for global sustainability and consumer megatrends
Our focus
• Grow manufacturing position and production capacity
inNorth America and Europeand internationally
• Optimising plants & processes for scalable growth
• Replicating technology with continuous improvement
• Safe operations, everywhere
• Partnering fairly
Grow product
demand
Developing market opportunities to drive revenue growth.
Practise manufacturing
excellence
Growing our global manufacturing production capacity.
Doing things faster, better, and more safely.
Material Issues
Sustainable & quality products
Energy & climate change
Governance, management and advocacy
Responsible sourcing
Society & Communities
2022 Progress
• Accoya® Arnhem fourth reactor 33% capacity expansion
construction progressed with commissioning underway
• Construction of ~43,000m
3
Accoya plant in North America
under JV with Eastman Chemical Company commenced
following investment decision in March 2022
• Tricoya® Hull plant physical construction largely complete,
and active commissioning underway
• Acquisition and repurposing of new Barry, UK site with first
batch of Accoya Color produced from new site
• Further development of safety strategy and culture, and
increased monitoring and reporting of safety indicators
• Improved Lost Time Incident Rate (LTIR) rate of 0.5 from 1.8
in prior year
2022 Progress
• Total sales volume broadly flat at 59,649 m
3
• Continuing strong customer demand, in excess of capacity
• New country specific websites for Switzerland, Australia and
New Zealand
• >100% increase in traffic to Accoya websites for second
consecutive year
• Significant increase in lead generation funnel into Approved
Manufacturers
• North America market sales ramp-up progressing well,
with >40% sales volume growth in North America
• Accoya® Color sales growth in decking in DACH region
Looking forward
• Further North American sales and brand development
• System Partner expansion – co-branding with coatings,
adhesives, and hardware manufacturers
• Further expansion of B2B activities including Approved
Manufacturers Program and collaboration with customers
• Increasing B2C brand awareness in core markets to drive
consumer ‘pull’
• Accoya® Colour market expansion into North America
Looking forward
• Tricoya® Hull plant and Arnhem fourth reactor to double
production capacity from 60,000m
3
to 120,000m
3
in FY23
• Two year construction timeline from March 2022 for 43,000m
3
Accoya USA plant
• Completion of feasibility study with PETRONAS Chemicals Group
Berhad for the construction of a Tricoya® plant inMalaysia
Material Issues
Sustainable & quality products
Energy & climate change
Governance, management and advocacy
Responsible sourcing
Health and safety
People and wellbeing
Ecological footprint
Read more about our manufacturing expansion
in ‘CEO Report’ on page 20
Read more about product demand in ‘Our Market’
on page 12
Accsys Technologies PLC – Annual Report and Financial Statements 2022
20
OUR STRATEGY continued
See our ‘CEO Report’ on page 20 to read more about our IP
Read our ‘Sustainability report’ on page 50
Our focus
• Pursuing process technology to enhance efficiency
• Optimising existing products
• Protecting our IP
• Sourcing responsibly
• Lowering resource use and incorporating circular processes
Our focus
• Talent management: Adding new skills and talent
• Developing our people: Leadership & training
• Engaged workforce
• Living our values and culture
Develop our
technology
R&D of product and process-related technologies and
IP to protect and grow our leading market position.
Build organisational
capability
Developing our people and organisational capabilities
to manage our growth.
Material Issues
Sustainable & quality products
Innovation and technology
2022 Progress
• Expanded senior leadership, talent and skills to supportgrowth
• Implemented project management office and stronger project
management discipline across new projects
• Recruitment of new operating roles for our teams to operate
newcapacity at Arnhem and Hull
• Increased investment in training and development to support
skills and talent pipeline
• Good employee engagement with a 78% response rate to
annualengagement survey, with a focus on inclusion and
diversity this year
2022 Progress
• Continued and expanded IP protection and safeguarding
• Global Technology Centre housing central R&D team to support
worldwide expansion
• Accoya® Color production at new Barry, UK site commenced
• Ongoing research into alternative source wood
species’performance
• New automated wood handling equipment installed in
H2FY22with 100,000m
3
annual capability to improve handling
and efficiency
Looking forward
• Improving process efficiencies, including new wood handling
process and equipment
• Longer-term research into potential for additional product
categories as overall capacity increases
• Continue to develop and expand our IP portfolio to support
ourbusiness strategy
• Research into and assessment of alternative raw materials
supplyoptions
Looking forward
• Progressive enhancement of processes and management
systems (eg ISO 9001, 14001)
• Continued improvements resulting from annual employee
surveyfeedback
• Improving capital project delivery: Stronger project management
and contracting practices
• Also supported by site-based accountability at Arnhem andHull
Material Issues
Governance, management and advocacy
People and wellbeing
Fair & ethical conduct
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
21
FINANCIAL STATEMENTSGOVERNANCE
COMPETITIVE
ADVANTAGE
THROUGH PRODUCT
PERFORMANCE
STRATEGY IN ACTION
The Wood City is an ongoing development
in Finland that features Accoya cladding.
Accoya was specified for its durability and
overall sustainability. Phase one buildings
were completed in 2019. These photos were
taken during FY 2022, showing that the
natural weathering of Accoya has started,
turning a distinct shade of grey.
Like other wood species, uncoated Accoya
wood will weather over time to an elegant
silvery grey colour when left outside and
exposed to the elements. Unlike other woods
however, weathering does not affect the
durability, stability or performance of Accoya.
For more Accoya
projects, visit
www.accoya.com/
projects
Wood city, Helsinki, Finland.
Architect: Anttinen Oiva
Photographer: Mikko Hannula
22
Accsys Technologies PLC – Annual Report and Financial Statements 2022Accsys Technologies PLC – Annual Report and Financial Statements 2022
STRATEGY IN ACTION
DRIVING GROWTH
IN NORTH AMERICA
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
23
OVERVIEW
23
“ This award-winning residential project in New
York represents not only the beauty and quality of
Accoya,but also Accoya’s growing presence in the
significant North American market in high quality
homesand projects”
Mike Lee
Regional Head of Sales – North America
What was the project?
The Butter Lane Residence,
otherwise known as the
“SixSquare House,” is located
in Bridgehampton, New York.
The home is made of six 24’ x 24’
modules that all feature gabled
geometry and a complex-looking
roof design that’s shaped like an
inverted V.
The modules create a seamless
and uninterrupted design
between the roof and cladding
of the home. The simple exterior
materials accentuate the roof
geometry from all viewpoints. The
roof composition translates into
the home’s interior, creating six
distinctareas.
This residential project in New
York represents not only the
beauty and quality of Accoya,
butis an award-winning example
of Accoya’s growing presence
inthe significant North American
market in high quality homes
andprojects.
How was Accoya chosen
and used?
reSAWN TIMBER co is an Accsys
customer and supplier of Accoya
in North America. reSAWN
provides prefinished Accoya for
architectural specification for
exterior and interior applications.
For this project, working with
the design firm Young Projects,
Accoya was specified in IKIGAI by
reSAWN. This features charred
Accoya wood burnt in the
Japanese style of shou sugi ban.
IKIGAI can be used for interior
or exterior wall cladding.
What was the award for?
Six Square House was recognised
in the 2021 AINY Design Awards
and was nominated for ArchDaily
Building of the Year 2022.
AIA New York’s annual Design
Awards program recognizes
outstanding architectural design
by AIA New York members, New
York City-based architects in
any location, and work in New
York City by architects around
the globe. The purpose of the
awards program is to honor
the architects, clients, and
consultants who work together
to achieve design excellence.
In describing the project,
the AIA described the home’s
“deep gray slatted Accoya wood,
whose striations enhance the
roofscape’s dynamic edges
and arcs while emphasizing
the monolithic nature of
eachmodule”.
Grow product
demand
Link to Strategy
See Our Strategy on pages
18 to 20
For more Accoya projects, visit
www.accoya.com/projects
Accsys Technologies PLC – Annual Report and Financial Statements 2022
24
“ The new stacker
technology and
equipment will
support safety,
quality and
efficiency
improvements”
Francis Lenders
Managing Director,
Accoya NL
ENHANCING
PRODUCTION
EFFICIENCY
What is ’process
technology’?
One of our four strategic pillars
is to develop our technology.
At our Arnhem facility, we are
researching and developing
’process technology’ that can
improve production processes.
One example is our new ‘stacker’,
which was installed in December
2021, alongside our work in
Arnhem this year in adding a
fourth reactor.
What is the new stacker?
This is a high tech wood handling
machine that helps in the loading
and unloading of wood before and
after our proprietary acetylation
process. The stacker allows us
to mechanically move raw wood
planks into our required stack
formation, so that the stacks are
then ready for moving into our
reactors foracetylation.
The new stacker was custom built
for Accsys and has the capacity
to handle over 100,000m
3
per
annum, significantly improving
our existing stacking process.
How will it support
production efficiency?
The new stacker technology
and equipment will support
safety, quality and efficiency
improvements. The stacker will
be used for stacking before and
after the acetylation process.
In the de-stacking process,
the stacker will also allow us
to sort and grade the boards
ensuring not only increased
productivity but also increased
qualityassurance.
STRATEGY IN ACTION
For more Accoya projects, visit
www.accoya.com/projects
Develop our
technology
Link to Strategy
See Our Strategy on pages
18 to 20
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
25
For more Accoya projects, visit
www.accoya.com/projects
“ 2022 has been an
important year
for our customer
relationships”
John Alexander
Group Sales Director
KEEPING UP
WITHDEMAND
What is the most common
customer feedback you
receive?
The discussions are often rooted
in Accoya’s strong product
performance and how it benefits
their products and business.
This is now common feedback
across the market, with a notable
increase in recognition across
the North American market
inparticular.
Common feedback is also that
customers can build business
with Accoya and require
additional volume. We have
been held back on being able
toprovide more because of
capacity constraints.
How do you manage this
balance with customers?
The demand remains really
strong, and so communication this
year has been really important –
more than ever. It is frustrating to
not be able to give our customers
as much product as they would
want, but we have some incredibly
passionate and supportive
customers and we are working to
deliver for them. We are now on
the cusp of capacity increasing
and the discussions have moved
to how we bring that material
most effectively to market
together. Service focus at scale is
an increasingly important part of
the growth journey the company
is on. We have also spent time this
year working with our customers
on training, education and on
sales and marketing support.
This support and collaboration
is important as we increase both
supply and sales going forward.
STRATEGY IN ACTION
Link to Strategy
See Our Strategy on pages
18 to 20
Grow product
demand
Accsys Technologies PLC – Annual Report and Financial Statements 2022
26
“ With our purpose of ‘Changing Wood
to Change the World’, our talented
Accsys team is on a mission to grow
five-fold by 2025 and bring our high-
performance, sustainable wood
products, Accoya® and Tricoya®,
tothe world”
Introduction
Accsys has made further strategic
progress towards its growth
vision in FY 22. With our purpose
of ‘Changing Wood to Change the
World’, our talented Accsys team
is on a mission to grow five-fold
by 2025 and bring our high-
performance, sustainable wood
products, Accoya® and Tricoya®,
tothe world.
Accsys has delivered good revenue
growth in the 2022 financial year,
underpinned by continuing strong
demand for our products and
increases in average sales prices
to offset the inflationary pressures
on raw materials. Despite these
pressures, Accsys has delivered a
resilient performance with growth
in underlying EBITDA and underlying
profit before tax year-on-year.
In the period we have further
progressed our strategic expansion
projects under our ‘5x’ growth
target of increasing production
capacity to 200,000m
3
per annum
in 2025.
In North America we began
construction of a new Accoya®
production facility in Tennessee
under our majority share JV with
Eastman Chemical Company and
made significant progress in
completing the construction of the
World’s first Tricoya plant in Hull.
Despite some frustrating and
isolated delays, we have commenced
commissioning of our 33% capacity
expansion at our Arnhem Accoya®
plant in the Netherlands.
This has also been an important
period of investing in our business
and people. New colleagues that
have joined bring skills and expertise
to help lead and deliver our
growthambitions.
Demand for our products remains
strong. FY 22 has been an important
year for our customer relationships,
as a year in which we have had to
manage both the pressures from
an inflationary cost environment
through sales price increases,
disruption to supply chains around
COVID-19 and our own production
capacity limit in the face of
strong customer demand. We are
grateful for the support of our
customers, and we have remained
in close ongoing dialogue with
them as we have addressed these
marketdynamics.
During the year Accoya’s® high level
of performance and sustainability
was recognised in various industry
awards including the 2022 Alliance
for Sustainable Building (ASBP)
Awards in London for sustainable
low carbon building products,
and the US Architectural Product
Magazine’s award for product
innovation. Accoya also won
‘Best Natural Building Material’ at
the 2021 Green Home Awards and
‘Best sustainable technology or
product’ at the 2021 Build It Awards.
We have been delighted to see
Accoya® installed and specified
on some flagship architectural
projects from London to Rome to
the Red Sea. We are proud of the
ever-growing pool of residential,
commercial, and civic building and
renovation projects around the
world that are choosing Accoya®
and Tricoya® in substitute for less
sustainable and lower performance
alternative materials.
Summary of results
The Group has delivered good
revenue growth on a broadly stable
sales volume while remaining capacity
constrained. Total revenue for the
2022 financial year increased by 21%
to €120.9m (FY21: €99.8m). Accoya®
sales volume of 59,649m
3
represents
a 1% reduction compared to the
prior year.
Revenue growth was driven by an
increase in average selling prices
for our high-performance wood
products, and in our acetic acid
by-product, while the volume result
primarily reflects that our production
is at capacity, and disruption to
production at Arnhem in the fourth
quarter, as reported in early March
2022 and as further set out below.
CHIEF EXECUTIVE’S STATEMENT
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
2727
2022
2021 60,466m
3
59,649m
3
Accoya® sales volume
59,649m
3
2022
2022
2021
2021
33%
30%
78%
78%
Accoya® manufacturing
margin
30%
Employee engagement –
response rate
78%
In the period, the Accoya®
manufacturing margin was 30%
(FY21: 33%), in line with our
long-term target level. Higher
average sales prices through
price increases helped to offset
increased raw material costs
during the year, with significant
increases in acetyls costs in the
fourth quarter, as a result of global
gas market volatility in particular.
In addition to our sales price
increases, we continue to benefit
from a partial natural hedge on
our acetyls raw materials cost
through the sale of our acetic acid
by-product. Revenue from the sale
of this by-product increased 134%
in the year to €13.6m driven by the
same acetyls market pricing trend
that impacted Accsys on the raw
material cost side.
Group underlying EBITDA
increased by 3% against
theprioryear to €10.4m.
Thisreflects our higher revenue
being partially offset by higher
Group operating costs year-on-
year with increased investment in
Group organisational capabilities
with increased headcount to
support our future growth
andoperate our new capacity.
18% growth in underlying profit
before tax to €1.3m (FY21: €1.1m)
includes the benefit of lower
finance expenses after the Group’s
refinance and simplification of
Group debt in H2FY22.
At the close of the period the
Group’s balance sheet reflects
€27.2m year-end net debt, and
€55.0m, adjusted year end net
debt which excludes US$31m
committed for investment into the
US JV and which is expected to be
invested into the JV in Q1 FY23.
Accoya® – Global performance
Accoya® segment –
summary ofresults FY 2022 FY 2021 Change
Accoya
®
sales volume – cubic metres 59,649 60,466 (1.4)%
Underlying Accoya
®
segmental revenue €119.3m €97.6m 22.2%
Accoya
®
wood revenue €105.1m €91.1m 15.4%
Licence income €0.4m €0.4m –
Acetic acid sales €13.6m €5.8m 134.4%
Manufacturing margin – % 29.8% 33.4% 360 bps
Underlying EBITDA €21.3m €21.4m (0.5)%
Underlying EBIT €16.5m €17.1m (3.5)%
Please see note 1 to the Financial Statements for Alternative Measures details.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
28
The Accoya® business delivered
broadly stable sales volumes in
FY22,since the Arnhem plant
remains at capacity production
levels, and also because of
temporary production downtime
at the Arnhem plant, further detail
of which is set out under Accoya®
strategic progress below.
Accoya® revenue growth of 22% was
similarly driven by increased average
sales prices, reflecting the continuing
strong demand from customers
and increases to offset higher raw
material and logistics costs in our
supply chain during the period.
Price rises were implemented in
June 2021 and September 2021.
Average prices were also higher
than the prior year period due to
changes to the product mix, which
included a growing proportion
of Accoya Color (1,888m
3
in FY22
compared to 171m
3
in FY21) and a
lower proportion of material sold
to Tricoya® customers, which
represented 22% of total volumes
compared to 26% last year.
The Accoya® manufacturing gross
margin was 30% (FY21: 33%). Whilst
this is c. 3% lower than the prior
year, it remains at our target margin
level. Overall the higher average
selling price in the period more than
offset the effect from the higher
raw material costs. In addition,
gross contribution per cubic metre
of Accoya® of €595/m
3
is 11%
higher than the prior year, while the
percentage margin is lower due to a
shift in the mix of types of products
sold within Accoya® with further
detail set out in the Financial Review.
We have continued to see strong
underlying demand for Accoya®
across our regions and with our
Tricoya® panel manufacturing
partners. The FY22 regional sales
trend, on a period-on-period basis,
primarily reflects increased sales
volumes in North America by 44%
where we are increasing marketing,
sales, and allocation of product
volumes available to customers as
we develop this market ahead of
our planned US capacity expansion.
CHIEF EXECUTIVE’S STATEMENT continued
As a result, and with available
production volumes from Arnhem
broadly flat year-on-year, sales
volumes in most other regional
markets have reported a year-on-
year decline. This does not reflect
underlying demand, but a shift in
available volumes in the context
of the North American ramp-up.
We expect sales volumes in these
markets to improve as increased
volumes become available from
Arnhem as the new capacity from
the new fourth reactor (R4) comes
online, and the volume supplied
to Tricoya® panel manufacturing
partners transitions from Arnhem
to Hull.
Sales volume by end-market
FY22
m
3
FY21
m
3
Change
%
UK & Ireland 14,905 14,937 0%
Tricoya® 12,860 15,891 (19)%
Rest of Europe 16,809 18,574 (10)%
Americas 9,575 6,642 44%
Rest-of-World 5,500 4,422 24%
59,649 60,466 (1)%
Accoya®
Strategic progress
Across the year we progressed
construction to expand our Accoya®
production capacity at Arnhem by
adding a new 20,000m
3
reactor, to
increase the site’s annual capacity
to 80,000 cubic metres.
While approaching the planned
project completion at the end of
FY22, we faced challenges in the
final installation of and temporary
production downtime at the Arnhem
plant, as reported in early March.
Early in the new financial year we
experienced further unplanned
delays in final installation, tie-ins
and delays in the supply of certain
equipment as reported in May,
which led to a delay in the expected
operational start-up of R4 until
June. This resulted in an unexpected
second shutdown across the plant
in April/May 2022. Commissioning
of R4 is underway and the plant’s
existing three reactors are now back
up and fully operational. During
commissioning and testing in June,
defects were identified in certain
installed items of equipment which
requires remedial work to repair.
This remedial work has required
the operational target date of June
to be extended from Q1 FY23 into
Q2 FY23 and we expect the delay
impact of this to be at least 8 weeks.
At present we estimate the remedial
work cost to be around €1m and are
looking to establish if the costs are
recoverable.
New automated wood handling
equipment, which has the ability
to handle 100,000m
3
per annum
including a stacker and scanner, was
installed during the year which will
support the overall expanded site.
This new equipment will provide
greater handling efficiency and
safety, and the new laser scanner
will allow us greater efficiency in our
ongoing pre- and post-production
quality-control processes.
We plan to bring the new fourth
reactor gradually up to capacity
over two years, increasing Accoya®
sales volumes into the market in
FY23. We are working closely with
our customers who have been
waiting patiently for more product
and remain strong proponents
ofAccoya®.
As our Tricoya® plant in Hull
becomes operational we will
gradually stop producing lower-
grade Accoya® for production of
Tricoya® at Arnhem, effectively
making around 22% of the plant’s
capacity also available for additional
Accoya® production.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
29
North America represents the
largest potential regional market
for our product, with an achievable
market for Accoya® of up to
almost 1,000,000 cubic metres per
annum. Under our joint venture
with Eastman Chemical Company
(NYSE: EMN), a world leader in
the production of acetyls, we are
building an Accoya® plant in the
USA with an initial approximately
43,000 cubic metres capacity at
Eastman’s Kingsport, Tennessee
site. The plant will replicate our
existing Accoya® technology at
Arnhem. Under the JV, Accsys
holdsa 60% interest and
Eastman a40%interest.
CASE STUDY
Accoya cladding
chosen for Bay St.
Louis residence
Accoya cladding was chosen for this
beautiful residence in Bay St. Louis,
Mississippi.
For more Accoya projects, visit
www.accoya.com/projects
Project details
Accoya cladding manufactured by:
Delta Millworks
Architect: Unabridged Architecture
In March 2022 we reached a final
investment decision to proceed
with the project and moved to
commence construction with
ground broken in April 2022.
Earlier during the 2022 financial
year, we completed a number of
JV planning workstreams including
detailed front-end engineering
design (FEED) of the plant, market
assessment study, negotiation of
operational support and supply
agreements, and the project’s
financing. The project is being
funded through a combination of
equity contributions from the JV
partners, and project debt finance.
Further details of the project’s
financing arrangements were
announced on 4 March 2022 and
are included in the Financial Review.
We expect that the plant will
take approximately two years to
construct, with a further two years
to ramp production up to the plant’s
full capacity. The planning to date
confirms the strong financial returns
from the plant itself, with an IRR of
over 20% targeted.
During the year we expanded our
ability to produce Accoya® Color
through the acquisition of assets of
the former Lignia Wood Company
business in Barry, Wales, UK for
consideration of €1.2m in July 2021.
Project details
Location: Wasilla, Alaska
Client: Mat-Su Health Foundation
Architect: Architects Alaska
Accsys Technologies PLC – Annual Report and Financial Statements 2022
3030
CHIEF EXECUTIVE’S STATEMENT continued
The acquisition, which included
equipment, raw wood inventory
and technology at the 50,000
square foot (4,650 square metre)
manufacturing plant in Barry, Wales,
increases our ability to convert
Accoya® wood into Accoya® Color
– a product which combines the
benefits of Accoya® wood with
colour all the way through the
wood from surface to core,
through a patented process.
After integrating and successfully
repurposing the site for Accoya®
Color production, we produced
our first batch of Accoya® Color
at the site in the period.
The site is able to produce up to
12,500 cubic metres of Accoya®
Color per annum, with expansion
in future being possible to support
global demand. We expect increased
Accoya® Color sales in the medium
term with its unique proposition
proving attractive to customers
in our target markets, particularly
in the decking category where
CASE STUDY
MAT-SU Health foundation
The Mat-Su Health Foundation (MSHF) is a new office designed for a non-profit
organisation whose mission is to improve the health and wellness of the people
living in the community. The spaces are meant to build community and bring
people together in new ways by creating areas for providers to collocate and
provide space for public outreach programmes. The facility covers approximately
46,000 square feet and consists of two two-storey office buildingsconnected by
a central core area and a grand staircase to promote walking between the floors.
The interior and exterior finish pallet
takes its cues from the surrounding
environment and echoes the natural
colours found in the community
throughout the year. Sustainably
harvested Accoya wood siding provides
a contextual connection to other
community buildings while energy-
efficient systems create aspace that
is safe, welcoming andaccommodating.
For more Accoya projects, visit
www.accoya.com/projects
the surface-to-core grey colour
will require less maintenance to
retain over the long term. This will
be supported by increased sales
and marketing activity overall to
drive end consumer awareness
anddemand.
Tricoya®
Strategic progress
Accsys and its consortium partners
in Tricoya® UK Limited (TUK) are
building the world’s first Tricoya®
plant in Hull. During the period the
main physical construction of the
plant has been largely completed.
We reported an anticipated three-
to-six-month delay to the lead
engineering, procurement and
construction (EPC) contractor’s
construction schedule in April 2021.
Subsequently the EPC agreement
with the lead contractor for the
project was terminated in June 2021,
with the contractor citing reasons of
force majeure arising from COVID-19.
Accsys took over the project
management directly to
complete the final stages of
plant construction. Following an
extensive gap analysis, Accsys
provided an updated expectation
in August 2021 that the plant will
be commercially operational by July
2022 and expected €9m to €15m in
additional project capital costs than
previously anticipated.
These additional costs have been
largely due to the extended project
duration, including the previously
reported engineering changes,
delays due to COVID-19, and from
the impact of past management
of, and demobilisation from, the
site. These costs also reflected
a settlement agreement between
TUK and the former lead contractor,
where the parties settled and
released each other from liability
for claims against each other under
the EPC contract.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
31
“ We continue to research
anddevelopour technology,
including ourprocess technology
to drive efficiency and quality in
ourproductsand production”
In November under a new loan
agreement with TUK, Accsys agreed
to lend up to €17m to TUK for the
plant construction project alongside
existing funding in place for TUK.
The supply and offtake agreements
with TUK partners Medite (sale
and purchase of Tricoya® wood
elements) and INEOS (acetic
anhydride supply) were also updated
at that time to reflect the partners’
ongoing commitment to the project.
We have made significant progress
in the second half of the year, under
direct project management by TUK
and a significant increase in our
own project team, improvements to
project governance, and managing
key mechanical, electrical and
civilcontractors.
The plant physical construction
workstreams are largely complete,
and active commissioning of the
plant is well underway. Wood chip
commissioning is progressing to
further stages of the plant, as we
have brought different zones of
the plant into commissioning in a
staged approach. Most recently
utilities have been brought into
commissioning and testing the steam
system and drying equipment will
follow this. Our integrated operating
team that will run the Tricoya® plant
have been fully recruited and have
been playing an active role in the
commissioning process in recent
months as we learn about and test
the plant in its pre-operational
commissioning phase.
Since May, further on-going
challenges in completing certain
day-to-day aspects of the
construction have been experienced
and commissioning has identified
necessary rework of certain areas.
In addition, we have been unable to
mitigate certain third-party costs,
including in relation to mechanical,
electrical, instrumentation,
control and piping work, to the
extent previously forecast. The
construction challenges and rework
have extended the timeline to
completion and the project team
costs are running for a longer
duration during these final resource
intensive stages of the project.
Whilst some uncertainty remains,
we are targeting completion in the
coming months. We now expect
the total project capital costs for
the project to be €94-103m, an
increase compared to our previously
announced range of €90-96m.
We are in discussion with our
consortium partners regarding
the consortium’s funding options
for the additional costs.
Notwithstanding the recent
fundraise, given the recent
developments outlined above, there
is a risk that Accsys may not fund the
full extent of any cost overrun at this
time, if an appropriate agreement
with the consortium is not reached.
The Board is actively monitoring the
project to ensure the best interests
of Accsys are maintained.
Our planning for the plant
continues to allow for the ramp-up
of production to full capacity over
approximately three years following
the commencement of operations.
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
and as the ramp up progresses.
Once at capacity, we continue
to expect that a gross margin
of approximately 40% should be
achievable for the Tricoya® product.
Accsys remains committed to the
safe completion and operation of
the plant to realise the potential of
the Tricoya® product with a large
market opportunity, and ongoing
high demand.
Once the Hull plant is operational,
we will look to expand Tricoya®
production in Malaysia. We have
an ongoing feasibility study with
PETRONAS Chemicals Group Berhad
for the construction of a Tricoya®
plant in Malaysia, where Petronas
is aproducer of acetyls and this
location would have potential to
open up new markets for Tricoya in
Asia. 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
theMalaysian plant design.
Group Strategic
Development
Building organisational
capability
In the period we have made good
progress in developing our people
and organisational capabilities to
manage our growth, with Accsys’
average headcount increasing from
199 to 244 people. Key hires in place
include new heads of departments
who are now developing platforms
for supporting our growth as we look
to increase our capacity significantly
in the next six months whilst helping
to ensure that the Group can further
expand effectively including into
newlocations.
We have also increased our
headcount through the recruitment
of new operating roles for our teams
who will operate our expanded
capacity at Arnhem and new
capacity at Hull as these become
operational and increased our
project management team at Hull
in the period to oversee the project
construction as previously mentioned.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
32
CHIEF EXECUTIVE’S STATEMENT continued
In addition, we have welcomed the
new team at Barry through our
Accoya Color acquisition.
In addition, we have increased
training and development. With new
leadership training programmes and
talent mapping, this is an ongoing
but important process to ensure
we have the right skills and talent in
place and a pipeline to maintain this,
as we grow into the future.
Technology & IP
Developing and protecting Accsys’
valuable portfolio of intellectual
property and confidential
information remains an important
priority as the Group grows. Our
IP covers not only our physical
equipment and engineering but
alsoour supply and production
chain processes from the way
we prepare our wood to the way
we market and sell Accoya® and
Tricoya® in the market.
We continue to research and
develop our technology, including
our process technology to drive
efficiency and quality in our
products and production. During
the year we have improved IP
safeguarding procedures across the
Group, and enhanced our project
management process, capturing
protectable technology as early as
possible, and ensuring the strength
of our patents is maximised.
Accsys’ patent portfolio totals 400
patent family members, covering 27
distinct inventions in 45 countries
with over 70% of the patent family
members now granted. Our core
technologies for Accoya® and
Tricoya® production are protected
by patenting and trade secrets
tomaintain our differentiation
in themarketplace.
Our principal trademark portfolio
covers our brands Accoya®,
Tricoya®, the Trimarque device
and Accsys, protected by
registrations in over 60 countries,
with continued activity that
strengthens those brands.
Accsys monitors the commercial and
IP activity of third parties to ensure
its IP rights are not infringed and its
commercial activity is protected.
ESG
Accsys remains committed to
growing and operating its business
in a sustainable way. We have an
ESG framework that aligns with our
purpose, values and strategy, and
sets out how we contribute to five
main UN Sustainable Development
Goals, with additional impacts on
seven more. We have identified 10 key
ESG material issues and impact areas.
We have completed stage one of
our 2020 sustainability strategy
roadmap. This has included
reviewing and developing our
data and assessments, establishing
baseline metrics, and identifying
initial actions for improvement in
each of our material issues. We
continue to work on stage two which
is setting specific development
plans within each of our key areas.
Across FY22 we have made good
progress in four key ESG material
issue areas set out below.
We also continued our commitment
to transparency and achieved our
first third-party rating of our ESG,
with the S&P Global Corporate
Sustainability Assessment (CSA).
Accsys was benchmarked with
forest and paper products industry
companies, the strong majority of
which are large companies with a
market capitalisation of over €1bn.
Accsys gained an industry percentile
ranking of 61, and a company score
of 38 (industry average: 37). We are
pleased with our first-year score
which creates a baseline and way for
us to assess our progress on our ESG
journey against independent criteria
in addition to our own targets.
Safety
The Group has set ‘Zero Harm’ as
a key target for our operations and
is committed to developing best
practice Health & Safety (HSE)
across Accsys.
The 2022 financial year has been
an important year of development
in this area, through increased
monitoring of leading and
lagging HSE metric indicators
and awareness around safety and
developing a safety-first culture
across our organisation.
We have increased safety
observation card reporting
(SOC) to over 800 SOCs, increased
leadership safety tours to over
500 tours, and increased our safety
communication and awareness
including our first ever Safety Day.
In FY22 we reported two lost time
incidents (LTIs), a lagging safety
indicator. Our Lost Time Incident
Rate (LTIR) per 200,000 hours
worked has reduced from 1.8
to 0.5 (our interim target is 0.5).
This improvement is due to having
fewer accidents year-on-year and
with significantly increased total
hours worked through our contract
workers, meaning fewer accidents
for every hour that we work, which
is a very positive development.
Energy & Climate change
We have developed our Climate
Change policy which has been
established to outline and clarify
Accsys’ approach to climate change,
with an expectation that it will be
followed by all employees.
Our approach to Energy & Climate
includes a focus on energy
efficiency and process optimisation,
assessing the carbon impact of our
products and integrated climate
considerations and activities (e.g.
risks and opportunities) across
multi-functions across the business.
Our next steps involve strategy
implementation.
In 2022, our location-based scope
1 and scope 2 emissions intensity
increased by 4%. This change was
driven by a year-on-year increase in
electricity usage at Arnhem due to the
installation of the new fourth reactor
and new wood-handling equipment,
but while overall production volumes
from the new facilities and equipment
have not yetincreased.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Further reading
See our Strategy section
on pages 18 to 25
See our Financial Review
on pages 36 to 40
See our Sustainability
section on pages 50 to 60
See our Ventures section
on pages 34 and 35
The acquisition of the new site
in Barry, UK site from Q2 in FY22
also increased emissions intensity,
where the wood produced from
Barry represents a conversion of
Accoya volumes into Accoya Color
but does not increase volume
sold and therefore represents
increasedintensity.
Society and Communities
In the period we have begun to
implement our new Society and
Communities strategy, under which
we have developed a more structured
approach to social and environmental
impact through tools such as
charitable giving and employee
engagement. We began working
with our official charity partners
and to engage our employees in
our chosen charities’ missions.
In September we completed a
charitable employee initiative called
‘Step out, to help out!’. This saw
colleagues across our organisation
collectively walk over 16,000km
overtwo months in the summer–
theequivalent distance between
each ofour company locations
and back – to promote wellbeing
throughout Accsys and inour
widersociety.
Under the initiative Accsys
pledged donations to three
charities focusedon improving
wellbeing inAccsys’ communities,
with a total of €10,000 donated.
Sustainable & Quality
products
In the period we achieved a renewal
of our Cradle to Cradle (C2C) gold
certification for Accoya®, where C2C
certified® is the global standard for
products that are safe, circular, and
responsibly made. Accoya® wood is
one of the very few building products
to have acquired C2C certification
onthe stringent Gold-level.
C2C assesses the safety, circularity
and responsibility of materials and
products across five categories of
sustainability performance, including
material health where Accoya®
achieves a platinum rating.
After the end of the period, in May
2022 Accoya Color was awarded
Cradle to Cradle certification at
the prestigious ‘Gold’ level, as well
as being awarded ‘Platinum’ level
(the highest level) for both ‘Material
Health’ and ‘Water Stewardship’.
This represents very high standards
of sustainability, alongside the
recognised high performance and
durability credentials of the brand.
Outlook
In summary, we are pleased to
report another period of good
revenue growth as we continue
to see strong demand for our
world-leading high performance,
sustainable construction products.
It is this demand, which continues to
exceed supply, that has enabled us
to offset the wider market pressures
from raw materials costs and supply
chain disruption through price
increases. We have grown gross
profit, while also investing in our
organisation to be ready to manage
our growingoperations.
We have made substantial progress
in our capacity expansion projects,
despite ongoing construction and
macro-economic challenges during
the year and in the first quarter of
FY 23. The physical constructions of
both the world’s first Tricoya plant in
Hull and our Accoya plant expansion
in Arnhem are largely complete, and
whilst some near-term issues have
been identified which are being
addressed, commissioning of both
facilities is in progress with both
expected to be operational in the
coming months. Our USA JV’s
new 43,000m
3
plant to service the
substantial North American market
is now also underconstruction.
In FY23, once complete, the added
capacity from Hull and Arnhem is
expected to double our operating
capacity from 60,000m
3
to
120,000m
3
, enabling us to begin
toaddress the pent-up demand
forourproducts.
With these revised project timelines
on Hull and R4, we are targeting
to nearly double EBITDA in FY23,
subject to any further changes in
the projects’ status.
In the longer term, we expect to
achieve improved profitability and
operating cash-flow generation
as we penetrate target markets
and leverage the expected benefit
from greater economies of scale
associated with higher production
volumes. We remain focussed on
executing the significant long-
term growth opportunities ahead,
with an ongoing commitment
to safety and zero-harm to our
people and the environment. With
continued demand for Accsys’ higher
performance, lower maintenance and
more sustainable products as the
world focuses on decarbonisation.
We remain on track to meet this
demand through increasing our
capacity fivefold by 2025.
Rob Harris
Chief Executive
30 June 2022
33
Accsys Technologies PLC – Annual Report and Financial Statements 2022
34
Overview
Accsys formed the Tricoya
consortium in 2017 to realise the
market opportunity for Tricoya.
The consortium comprises Accsys,
INEOS Acetyls Investments Ltd,
MEDITE Europe DAC, BGF &
Volantis (Lombard Odier). INEOS
and MEDITE provide strategic
benefits through acetyls supply and
Tricoya sales off-take agreements
respectively. Project finance debt
is provided by NatWest.
The consortium is building new
production capacity at the Hull
facility. It also continues to develop
the Tricoya® product and its
production processes, and is
seeding the market for Tricoya®
products. Once the Hull plant is
established it will pursue additional
licence or consortium agreements
worldwide to support Tricoya®’s
growth potential.
Tricoya® market opportunity
The global market for Tricoya®
panels is estimated to be in
excess of 1.6 million cubic metres
per annum. This equates to
approximately 1.5% of global
MDFmanufacturingcapacity. Prior
to the operation of Hull, Tricoya®
panel sales have been limited by lack
of production capacity, where sales
are made under market seeding
using chipped Accoya® produced
at Arnhem.
Consortium structure
The consortium includes the
following entities:
• Tricoya Technologies Limited
(TTL) benefits from all Tricoya®
related intellectual property
• Tricoya UK Limited (TUK),
incorporated as TTL’s subsidiary,
owns and will operate the
Tricoya® plant in Hull
• TTL will benefit from future
Tricoya® related revenues
generated outside the Hull plant.
An organisation chart showing
consortium partner interests can
be found in the Investor Relations
section of the Accsys website
Tricoya® revenue streams
• 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 (Tricoya UK)
The construction of the world’s first
Tricoya plant at Saltend Chemicals
Park, Hull, is in the final stages
ofcompletion. The plant will have
an annual production capacity of
30,000 tonnes of Tricoya® chips
(equivalent to 40,000 cubic metres
of Tricoya® panels) to sell to the
panel industry as a feedstock.
The plant is expected to be
EBITDA positive operating at
approximately 40% capacity,
reflecting a combination of
continuous production process
with greater automation and wood
chip raw material. Once operational,
production at Hull will be ramped up
to full capacity over approximately
threeyears.
Tricoya® Consortium
Accsys and its consortium partners are working together to build the world’s first Tricoya plant in Hull,
UK and to develop and grow the global market opportunity for Tricoya.
Tricoya® Hullplant capacity
30,000
metric tonnes targeted
OUR VENTURES
Partners:
MEDITE, INEOS,
BGF, VOLANTIS
Further details on the latest status of the
project can be foundin the CEO’s Report.
See pages 26 to 33
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Accoya USA plant capacity
43,000
cubic metres targeted
Independent market research has
confirmed an achievable market
for Accoya® in North America of
up to 948,500m
3
per annum within
a wider addressable market of up
to approximately 9.6 million m
3
.
Accsys has strong foundations and a
growing footprint in North America
already, but is constrained by the
volume of product we can deliver to
customers from our Arnhem plant.
With key distributor customers
and our Approved Manufacturers
Programme in place, we are building
sales momentum in North America,
ready for when the new plant’s
additional capacity comes online.
Joint venture structure
Under the JV, Accsys holds a
60% interest and Eastman a 40%
interest, through the joint venture
company Accoya USA LLC (JV).
The initial plant facility designs will
target a two-reactor 43,000m
3
capacity plant, while the plans and
site will allow for future expansion
ofup to eight reactors in total.
The plant will replicate existing
Accoya® technology and operational
know-how, provided by Accsys to
the JV under a fee-bearing licence.
Accsys also provides sales and
marketing support under a separate
fee-bearing agreement with the JV.
The final investment decision to
proceed with the venture was
announced on 4 March 2022. The
total construction and start-up
costs for the initial facility are
expected to be approximately
US$136m. $66m of this cost will
be funded by pro-rata equity
contributions from the JV parties,
with Accsys contributing its pro-
rata share of US$39.6m (€34.9m).
The remaining $70m is funded
through an eight-year term loan to
Accoya USA, LLC from First Horizon
Bank of Tennessee,USA.
Investment in the Accoya USA LLC
joint venture is reported by Accsys
using the equity accounting method,
with the financial result from the
venture for the period reported
as a single line item on Accsys’
balance sheet. Further details of
the financing arrangements can
be found in the Financial Review.
Attractive JV partner
Eastman is a strong collaborative
JV partner who brings multiple
benefits to the Accoya® USA JV.
As a leading producer of acetyls,
Eastman has extensive experience
in building and operating chemical
plants and is playing a lead role in
the EPC contract management in
the construction phase.
The plant will be located on Eastman’s
operating site in Kingsport,
Tennessee, USA, adjacent to its
acetyls operations which brings
costand geographical benefits.
Outlook
The new Accoya USA plant is
expected to take approximately
two years to construct with ground
broken in April 2022. Following
construction, sales are expected to
ramp up over a further two years to
the plant’s full production capacity.
The planning to date confirms the
strong financial returns from the
plant itself, with a targeted IRR of
over 20%.
Details of the Accoya USA joint
venture’s most recent progress
can be found in the CEO’s Report.
Overview
In August 2020 Accsys formed a
joint venture with Eastman Chemical
Company (NYSE: EMN), a world
leader in the production of acetyls,
to construct an Accoya® plant in
the USA to address the strong and
growing demand in the US market.
The plant will replicate our Arnhem
technology as we scale Accsys’
production footprint globally,
targeting production capacity
of 200,000m
3
a year by2025.
Significant market
North America is the largest
potential regional market for Accoya
and represents a substantial growth
opportunity for Accsys.
Partners:
EASTMAN CHEMICAL
COMPANY
Accoya USA LLC
Accsys is building a new Accoya plant in Kingsport, USA under a joint venture with Eastman Chemical
Company to capture the significant market opportunity that North America represents.
35
See our ‘CEO Report’
on pages 26 to 33
Accsys Technologies PLC – Annual Report and Financial Statements 2022
36
“ Accsys has delivered another year
of financial progress in 2022”
FINANCIAL REVIEW
FY22 FY21
Change
%
Group Revenue €120.9m €99.8m 21%
Gross Profit €36.0m €33.1m 9%
Underlying EBITDA €10.4m €10.1m 3%
Underlying EBIT €4.2m €4.4m (5%)
Underlying profit before tax €1.3m €1.1m 18%
Statutory profit before tax €1.7m €0.3m
Cash €42.1m €47.6m
Adjusted cash €4.3m €47.6m
Net debt (€27.2m) (€12.2m)
Adjusted net debt (€55.0m) (€12.2m)
Accoya® Sales volume 59,649m
3
60,466m
3
(1%)
Introduction
Accsys has delivered another
year of financial progress, with
good revenue growth driven by
continuing strong demand for our
products and increased sales prices
despite broadly flat sales volume
due to capacity constraints.
Gross profit has increased by 9%
driven by increased Accoya® prices
which have more than offset input
cost price pressures, in particular
those relating to our input chemical
costs which are linked to natural gas
prices. The Accoya® manufacturing
gross contribution per cubic metre
of Accoya® sold increased by 11%
to €595/m
3
reflecting the price
increases and changes to product
mix in the year.
While the existing Accoya®
operations continue to generate
strong operating cash flows,
our balance sheet continues to
be significantly influenced by
investment into our key expansion
projects with a total equivalent
of 103,000m
3
of capacity under
construction at the end of the
reported year. We raised new equity
for the Accoya USA plant early in
the year, most of which was still held
on our balance sheet at the end of
the year. In addition, we completed
a comprehensive re-financing of our
debt arrangements, putting in place
a facility with our long-term banking
partner ABN AMRO in October.
In addition to simplifying our debt
arrangements, this has helped
significantly reduce our costof
debtgoing forward.
However, additional costs identified
for the Hull plant construction,
together with more recently
identified costs associated with the
expansion of the Accoya® plant in
Arnhem, resulted in a significant
reduction in our overall liquidity
levels. As a result, in May 2022 we
completed a further equity capital
raise of €19m (net of fees) to help
fund the additional costs associated
with the fourth reactor project at
Arnhem (R4) and to ensure that
we have an appropriate level of
liquidity in place to support the
nextperiod of our expected growth,
in particular given the significant
level of ongoing capital projects.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
37
2022
2021 €33.1m
€36.0m
2022
2021 €1.1m
€1.3m
2022
2021 (€12.2m)
(€27.2m)
Gross profit
€36.0m
Underlying profit before tax
€1.3m
Net debt
(€27.2m)
Statement of
comprehensiveincome
Group revenue increased by 21%
to €120.9m for the year ended
31 March 2022 (FY21: €99.8m).
Overall, Group revenue growth was
driven by continuing strong market
demand for Accoya® and Tricoya®
and increases in average product
sales prices for both wood and acid
during the year and the effect of
increases introduced in the prior
year, which were implemented
to address rising raw material
costs. This resulted in revenue
from Accoya® wood increasing
by15%to€105.1m.
Accoya® sales volumes were 1%
lower than the prior year, where our
ability to grow production volumes
at Arnhem remains limited by
capacity constraints. While the prior
year saw a reduction in volumes
in the first quarter attributable to
COVID-19, sales volumes in FY22
were impacted by temporary
production downtime at the Arnhem
plant connected with the installation
of the new fourth reactor and
isolated maintenance work in the
second half of the year.
Included within Accoya® wood
revenue, in the Accoya® segment,
are sales to Medite and Finsa for
the manufacture of Tricoya® panels
used to develop the market for
Tricoya® products ahead of the
start-up of the Tricoya® plant. This
revenue decreased to €16.0m (FY21:
€18.3m), with the associated volume
representing 22% of Accoya® sales
volumes (FY21: 26%).
Tricoya® panel revenue of €1.5m
(FY21: €2.1m), in the Tricoya®
segment, represented sales of
Tricoya® panels, purchased from our
Tricoya® licensees, to sell into other
geographies in order to provide
initial market seeding material
for the global Tricoya® market.
Licence revenue was stable year-
on-year (FY22: €0.4m; FY21: €0.4m)
with revenue reflecting milestone
licence payments received by the
Group in the Accoya® segment
under the North American joint
venture licence agreement with
Accoya USA LLC. €16k (FY21: €19k)
of licence revenue received from our
Tricoya® licence partners was also
reflected in our Tricoya® segment
in the period.
Other Revenue, which predominantly
relates to the sale of our acetic acid
by-product, increased by 124% to
€13.9m (FY21: €6.2m) driven by
a 134% increase in acetic acid by-
product sales revenue, due to higher
acetyls market pricing which has been
driven by the increase in gas prices.
Group gross profit of €36.0m
was 9% higher than the prior
year (FY21:€33.1m).
Cost of sales increased by 27%
driven primarily by higher cost of
raw materials, with the largest raw
material cost increase in acetic
anhydride, with significant increases
in Q4 driven by higher gas prices.
Accsys sells its acetic acid by-
product back into the same acetyls
market, which continued to act as a
partial hedge to these higher costs.
The net acetyls cost increased by
39% in FY22 compared to FY21.
Raw wood input costs were also
moderately higher however the cost
of this raw material overall remains
more stable than the wider lumber
market as we purchase appearance-
grade wood under long-term supply
contracts with many of our partners.
Underlying gross profit margin
decreased from 33% to 30%
compared to the prior year, with
the Accoya® manufacturing gross
margin also decreasing to 30% from
33%. The decreases were principally
due to the sales mix in the year.
Our gross profit margin has and
will continue to reflect a number
of changing influences including
revenue mix between acid and
wood products, price increases and
changes within our wood product
mix including in relation to the
introduction of Accoya Color and
the proportion of material sold from
Arnhem for Tricoya® production.
37
Accsys Technologies PLC – Annual Report and Financial Statements 2022
38
FINANCIAL REVIEW continued
Accoya® manufacturing gross
contribution per cubic metre
of Accoya® sold increased by
11% to €595/m
3
as previously
mentioned. Looking forward,
there is opportunity for further
growth as we expect to benefit
from economies of scale from
the expanded Accoya® plant and
further changes to product mix
after the Tricoya® plant in Hull
commences operation.
Underlying other operating
costs excluding depreciation
and amortisation increased from
€22.8m to €25.4m, driven by higher
staff costs with average Group
headcount increasing by 45 to 244
for the current year. This increase
in headcount includes increased
operating teams to operate our
Hull and Arnhem facilities. In
addition, the Group has invested
in its organisational capability
with the hiring of several heads
of department, expanded our
Engineering and Sales teams and
added 11 former Lignia employees
who joined Accsys through the
purchase of assets in Barry, UK to
grow production of Accoya® Color.
Sales and marketing costs (excluding
staff costs) also increased by €0.5m
compared to the prior year.
The prior year included a temporary
reduction in salaries for the
Senior Management team and a
reduction in certain other costs as a
mitigating action when demand was
temporarily disrupted in the first
quarter of the year by COVID-19.
Depreciation and amortisation
charges increased by €0.5m to
€6.2m following the purchase
of assets in Barry, UK to grow
production of Accoya® Color.
Underlying finance expenses
decreased €0.4m to €2.9m,
following the refinance of Group
Debt Facilities in October 2021
which decreased the average
interest rate payable on the
Group’s borrowings as well as
simplifying our overall Group debt
structure. As a result, underlying
finance expenses decreased from
€1.7m in H1 to €1.2m in H2.
Exceptional items of €1.8m include
€1.6m related to redemption fees
and accelerated amortisation of
previously capitalised transactions
fees related to the refinance of
Group Debt Facilities in October
2021. Also included is €0.1m for
redundancy payments related to
thepurchase of assets in Barry,
UK to be utilised to manufacture
Accoya® Color.
Other adjustments for the year,
which are also excluded from
Underlying results, include a
foreign exchange gain of €2.1m
related to US dollars held as Cash
for investment into Accoya USA.
Following the May 2021 equity
raise, the amount raised to invest
into Accoya USA was translated
into US dollars and held in cash
ensuring that foreign exchange
movements did not decrease the
amount raised below the future US
dollar investment into Accoya USA.
This treatment did not meet the
requirements for hedge accounting
under IFRS 9, Financial instruments
and therefore the foreign exchange
gain on the revaluation of the
US dollars has been accounted
for in Finance Expenses as an
Other adjustment. Also included
in Other adjustments is a foreign
exchange gain of €0.2m (FY21: loss
of €0.8m) related to loans held
in pounds sterling with BGF and
Volantis, which were repaid in the
October 2021 Group Debt Facilities
refinance. Also included are 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 18% to €1.3m (FY21:
€1.1m). After taking into account
exceptional items and other
adjustments, profit before tax
increased by €1.4m to €1.7m
(FY21: €0.3m).
The tax charge decreased by €0.3m
to €1.0m due to re-assessment of
prior year Research and development
tax claims. (FY21: €1.3m).
Cash flow
Cash flows generated from operating
activities before changes in working
capital and exceptional items of
€11.5m (FY21: €11.8m) were in-line
with the prior year reflecting good
operational cash flow generated by
the Arnhem Accoya® plant.
Inventory levels increased by €8.1m
during the year from a lower than
optimal level at the start of the
year and ahead of the planned
Arnhem Reactor 4 start-up, which
increases Arnhem production
volume by circa 33%. Inventory
levels predominantly include raw
materials, with finished good levels
remaining low given strong sales
demand. Raw material levels were
also higher than anticipated given
the lower than planned production
levels in H2 due to some isolated
maintenance downtime reducing
production volumes.
In May 2021, Accsys completed
a successful Placing and Open
Offer for an issue of shares in the
Company, raising net proceeds of
approximately €34.6m. The net
proceeds have been 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 the joint venture
with Eastman Chemical Company
(Eastman), as well as to provide
additional capital to support the
Group’s continued growth and
ongoing development.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
At 31 March 2022, the Group
held cash balances of €42.1m,
representing a €5.5m decrease in
the year. The cash decrease in the
year is attributable to construction
progress made on the Arnhem plant
expansion project (€24.7m) and our
Tricoya® plant construction in Hull
(€18.4m), investment into Accoya
USA (€3.8m) and the increase in
inventory referred to above, partially
offset by the successful Placing and
Open Offer and cash flow generated
from operating activities referred
to above. When adjusting for the
Cash committed to be invested
into Accoya USA (€27.9m), and cash
pledged for the Letter of Credit
provided to First Horizon Bank
(‘FHB’) ($10m – explained further
below), Adjusted Cash decreased
to€4.3m (see note 29).
In July 2021, Accsys entered into a
sale and purchase agreement with
Lignia Wood Company Limited and
its administrators, to acquire certain
assets, equipment and technology
for €1.2m, including €0.5m for raw
wood inventory. Accsys is using the
assets to increase production of
Accoya® Color, ultimately allowing
the Company to accelerate the
launch of the product into more
geographic markets and for more
product applications.
In October 2021, Accsys completed
the refinance of its Group debt
facilities through a new bilateral
agreement with ABN AMRO, one
of Accsys’ existing relationship
banks. The new €60m three-year
bilateral facilities agreement with
ABN AMRO comprises a €45m Term
Loan Facility and a €15m Revolving
Credit Facility (RCF). The €45m
Term Loan was fully utilised to repay
all of the Group’s existing debt, with
the exception of the Natwest facility
held by the Tricoya® consortium
which remains in place.
The new facility significantly simplifies
Accsys’ debt structure, which
previously included five different
debt providers and commercial
partners. The Term Loan is partially
amortising, with 5% of the principal
repayable per annum after 18
months. The applicable interest
rate for the Term Loan will vary
between 1.75% and 3.25% above
EURIBOR depending on net leverage,
resulting in a significant improvement
compared to the previous facilities
which had a weighted average cost
of approximately 6%. The RCF
interest rate will similarly vary, but
between 2.0% and 3.5% above
EURIBOR. The new facilities are
secured against the assets of the
Group which are 100% owned by the
Company and include net leverage
and interest cover covenants.
Financial position
Plant and machinery additions of
€41.0m (FY21: €20.7m) in the year
largely consisted of the construction
of the fourth reactor expansion
project in Arnhem (€24.7m), the
Tricoya® plant in Hull (€12.7m) and
the purchase of certain assets and
equipment in Wales to be utilised to
grow production of Accoya® Color
(€0.7m). The prior year primarily
related to construction on the
Tricoya® plant build in Hull and initial
costs related to the fourth Reactor
expansion project in Arnhem.
Trade and other receivables
increased to €16.9m (FY21: €12.3m)
due to higher sales in March
compared to the prior year, and a
€1.2m increase in VAT receivables.
Trade and other payables are in
line with the prior year at €29.9m
(FY21: €29.8m) with an increase in
trade payables due to the timing
of payments on our expansion
projects in Hull and Arnhem, offset
by the reversal of accruals raised
in the prior year associated with
the construction of the Tricoya®
Hull plant, following the settlement
agreement entered into between
Tricoya UK and Engie Fabricom UK
Limited in August 2021.
Amounts payable under loan
agreements increased to €64.0m
(FY21: €54.3m) due to the new
€10m convertible loan with De Engh,
further detailed below under Accoya
USA LLC Financing.
The new €45m ABN loan offsetting
with the repayment of the previous
Group debt.
Net debt increased by €15.0m in the
year to €27.2m (FY21: €12.2m) due
to Capex investments of €44.6m
partially offset by the successful
Placing and Open Offer (net proceeds
of €34.6m). When adjusting for the
Cash committed to be invested into
Accoya USA (€27.9m), Adjusted Net
Debt increased to €55.0m.
Tricoya consortium financing
As set out in the CEO’s report, we
now expect the total project capital
costs for the project to be €94-
103m, an increase compared to our
previously announced range of €90-
96m. We are in discussion with our
consortium partners regarding the
consortium’s funding options for the
additional costs. The project is also
funded through a project finance
loan from NatWest bank for €17m,
which is in technical default, pending
the conclusion of these discussion. A
€3m extension to the NatWest loan
remains in discussion with NatWest.
Accoya USA LLC Financing
In March 2022, the final investment
decision was made to proceed with
the construction of the Accoya
USA facility. The total construction
and start-up costs for the facility,
including the initial two reactors,
areexpected to be approximately
$136m (‘Total Project cost’).
Accoya USA LLC is accounted
for as a joint venture and equity
accounted, reflecting the
jointly controlled nature of the
arrangement with Eastman despite
Accsys holding 60% equity interest.
$66m of the Total Project cost will
be funded by equity contributions
from Accsys (60%) and Eastman
(40%). Accsys’ pro-rata share
is $39.6m (€34.9m) of which
$5.6m (€4.8m) has already been
contributed to Accoya USA by
31March 2022.
39
Accsys Technologies PLC – Annual Report and Financial Statements 2022
40
€595
Accoya® Manufacturing Margin
FY18
22%
23%
30%
FY20 FY21
FY22
FY19
33%
30%
€538€466€337€309
FINANCIAL REVIEW continued
$70m of the Total Project cost will
be funded through an eight-year
term loan to Accoya USA, LLC from
First Horizon Bank (FHB). FHB
is also providing a further $10m
revolving line of credit to be utilised
to fund working capital. The FHB
term loan is secured on the assets
of Accoya USA and will be supported
by Accoya USA’s shareholders,
including $50m through a limited
guarantee provided on a pro-rata
basis, with Accsys’ 60% share
representing $30m. The interest
rate varies between 1.25% to
2% over USD LIBOR. Principal
repayments commence one year
following the completion and start-
up of the facility and are calculated
on a ten-year amortisation period.
To support Accsys’ limited
guarantee ($30m), Accsys has
provided a $20m Letter of Credit
(LC) to FHB. The LC has been issued
by ABN AMRO, utilising part of the
revolving credit facility agreed in
October 2021. To further support
the LC, Accsys has agreed a €10m
convertible loan (the ‘Convertible
Loan’) with De Engh BV Limited, an
investment company based in the
Netherlands (‘Convertible Loan’).
The Convertible Loan proceeds
were placed with ABN AMRO solely
as cash collateral to enable ABN
AMRO to grant the US$20m LC
to FHB. The Convertible Loan is
unsecured and carries an interest
margin of 6.75% above Euribor
(seenote 29).
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,
working capital requirements
and covenant compliance 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 supply
chain disruption.
The Directors have also assessed
a severe but plausible downside
scenario with reduced sales
volumes, lower gross margin and
a delay in the timing of production
from R4 in Arnhem beyond the
current expected operational
date of Q2, FY23. 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, noting that should additional
funding be required beyond what
has been committed by the Tricoya®
consortium partners to date,
further consent would be required
by the Tricoya® consortium partners
for funding to be contributed.
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, under both the base
scenario and severe but plausible
downside scenario, there is
sufficient liquidity and covenant
headroom such that there is no
material uncertainty with respect
to going concern and have prepared
the financial statements on this basis.
William Rudge
Finance Director
30 June 2022
Accoya® Manufacturing profit/m3 (€) Accoya® Manufacturing margin (%)
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
41
For more Accoya projects, visit
www.accoya.com/projects
CASE STUDY
Accoya
®
curved windows are a hit
for unique residence in Australia
At this unique home in New South Wales, all the timber windows are curved and
made from Accoya® wood. Accoya was the ideal material for this project as it is
easilymachined, exceptionally stable and highly durable.
The windows were manufactured and installed by approved manufacturer
Windoor Joinery Pty Ltd and they sourced the Accoya® wood from
distributors BrittonTimbers.
The windows are coated white to match the aesthetic ofthe property.
Private residence, New South Wales,
Australia. Manufacturer: Windoor
Accsys Technologies PLC – Annual Report and Financial Statements 2022
42
How we identify, evaluate, manage and mitigate risks
Given the macroeconomic headwinds which global
companies are currently facing, identifying, evaluating,
managing and mitigating risk remains as important
asever.
Risk governance
At Accsys, the Board is ultimately responsible for risk
management. Ongoing risk assessment is delegated to
the Audit Committee which seeks to ensure that Accsys’
risk processes remain focused and robust.
The Audit Committee’s terms of reference ensure it has
the capability and structure to operate independently
of the Accsys executive team, specifically:
• the Committee is required to have a particular focus
on Accsys’ processes for the management of business
and financial risk;
• Committee members should have the ability to
understand key business and financial risks and
related controls and control processes;
• the Committee is entitled to obtain, at Accsys’
expense, independent legal, accounting or other
professional advice on any matter it believes is
necessary to do so; and
• at least one member of the Committee should be
literate in business and financial reporting and
control and have past experience in finance or
accounting or other comparable experience or
background.
The current Chair of the Audit Committee is Sean
Christie. Sean understands business and financial risk
and related controls and control processes through
being an experienced audit committee chair and a long
executive career which included group finance director
roles at large multinational organisations.
Accsys also has a Risk Committee, which is chaired by
Accsys’ Finance Director. The Risk Committee reports to
the Audit Committee on risk management within Accsys’
business and operations. Accsys’ Risk Committee meets
at least quarterly and is comprised of certain members
of the Senior Management Team. The 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 suitably identified and
evaluated with appropriate mitigation plans in place.
The Risk Committee maintains a detailed risk register
and seeks to:
• identify and rank key risk areas, including existing
and new risks;
• allocate a Senior Management Team 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
riskregister;
• identify steps that are being taken to mitigate
the risk; and
• traffic light those areas of particular concern.
New and emerging risks
Accsys’ Risk Committee meets regularly and remains
alert to the presence of new or emerging risks to
the business, as well as any changes in the status or
prevalence of existing risks to the business. Emerging
risks identified during the past year can be found in
thefollowing tables and marked as “New” in the ‘Risk
trend’ column.
Risk culture
As part of Accsys’ commitment to good risk
management practices, it is focused on developing
cultural awareness of risk and embedding good risk
management practices at all levels of the organisation.
Company initiatives that reinforce risk culture include
a requirement for employees to complete training
on certain risk topics. The employee annual appraisal
process requires managers to check completion
of the training by the employees. These training
modulescover:
• Data management;
• Anti-corruption;
• Market abuse; and
• Anti-slavery.
In addition, during the 2022 financial year, particular
time was spent on developing cultural awareness of
safety risks. Further information can be found under
‘HSE risk’ on the following pages, in the CEO’s report
and in our Sustainability update in this report.
RISK MANAGEMENT
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
43
Group
Controls
Review of
operational
controls
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i
t
Board of
Directors
N
o
m
i
n
a
t
i
o
n
Our risk management
framework incorporates a top-
down approach, settingthe
risk appetite and identifying
ourprincipal risks, together
with a bottom-up approach to
identify our operational risks:
All employees have a role in the
management ofriskwithin the Group.
A summary of the principal risks facing the Group is set out below. The below is subject to ongoing review and
change. The risks should not be read in any order of priority. The ‘Risk trend’ column indicates the risk trend
in the reporting period compared to the last Annual Report.
Risk Description Mitigation Risk trend
Finance
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 impact
the ability of Accsys to realise its strategic
growth plans, which are by their nature
dependent upon access to sufficient 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 that the Group’s finances
are adversely affected by external factors
such as economic rates of growth, inflation,
or a movement in foreign exchange rates,
which may result in significant, unexpected
financial gains or losses, or other changes to
the Group’s financial position that could not
be anticipated.
Given the Group’s size relative to the scale
of capital-intensive projects necessary for it
to meet its growth strategy, the Group may
be adversely affected by cost overruns on
those projects. Further, if additional capital
is required to fund cost shortfalls, such
additional capital may not always be readily
available, or if it is, the cost of capital may
be relatively higher.
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 minimises the financial risk associated with
exchange rate movements by using foreign exchange
hedging. Where possible, the Group will use natural hedges
if assets and liabilities exist in the same currency, or foreign
exchange derivatives such as forward contracts to minimise
the risk where appropriate.
In May 2021 and May 2022, the Company undertook equity
capital raises to support the Company’s continued growth.
In October 2021, the Company refinanced its Group debt
facilities through a new bilateral agreement with ABN
AMRO, one of Accsys’ existing relationship banks. The new
facility has significantly simplified Accsys’ debt structure,
which previously included five different debt providers,
and provides Accsys with greater liquidity to support the
Group’s growth plans.
43
Accsys Technologies PLC – Annual Report and Financial Statements 2022
44
RISK MANAGEMENT continued
Risk Description Mitigation Risk trend
Health,
Safetyand
Environment
The Group’s manufacturing business and
operation of industrial plants involve the
useof both raw wood and the chemical
acetic anhydride where there is a risk of
health, safety or environmental (HSE)
events at our sites such as injury, damage,
explosion, contamination, or death. These
represent ongoing risks with potentially
catastrophic impact.
Where Accsys is involved in constructing
new plants, there is also HSE risk present
in the nature of construction activities.
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.
Accsys’ Group HSE Director is responsible for implementing
and (where necessary) improving HSE matters across
the Group. The Group HSE Director is supported by
dedicated full time HSE managers at our operational sites,
reports monthly to the Group’s Senior Management Team,
with an annual review with the CEO, and in response to
specific events. Safety Management Systems are regularly
reviewed, with a comprehensive audit programme
(regulatory and internal) in place.
During FY2022 a Safety Awareness Programme was
launched for all Group employees to further drive
HSE awareness. HSE training for employees working
on operational sites remains mandatory and a priority.
Senior management carry out site visits as part of a
visible leadership approach to HSE. Further information
on our HSE outcomes for FY 2022 can be found in the
Sustainability section of this report.
Hull Plant
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.
Completing the Hull plant and moving the plant into
operation remains a key priority for the Senior Management
Team and the Board.
During the year, the Group established a new project
leadership team and new project leader to help deliver the
project’s final phase of construction. Additional project
controls were also implemented, supplemented by third
party reviews of the project schedule to ensure an optimal
project schedule.
Regular reviews of the project were held with relevant
contractors and separately at a project management level,
seeking to ensure that all issues are properly understood
and plans in place to address them appropriately to enable
completion of construction and commercial operation as
soon as possible.
Supply chain
stability
Global and national economic events have
the potential to impact the Group adversely
in differing ways. The enduring effects
of the COVID-19 pandemic, the Ukraine
conflict and other events have led to
changes and disruption in supply chains, and
created volatility in supply chain pricing and
availability. These events may also impact
overall demand for the Group’s products or
impact the Group’s financial performance.
The Group aims to mitigate macro-economic risk through
different internal processes, depending on the nature of
the events and how it impacts Accsys. The Group aims
to maintain an appropriate level of raw wood inventory
for example, to help manage supply chain and logistics
pressures, while on the acetyls side it looks to maintain
relationships with suppliers that helps it to buffer cost and
supply volatility, in addition to re-selling its acetic acid by-
product as a partial cost-hedge. During FY 2022 the Group
introduced changes to its pricing structures to offset
higher-than-normal supply-side cost increases.
NEW
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Risk Description Mitigation Risk trend
Manufacturing
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. The Group may also be affected by a
failure to properly maintain its operations.
The Group has a continuous improvement approach to
optimisation of production output at the Arnhem plant.
During the year this continuous improvement included
increased availability and flexibility from the third reactor,
increased emphasis on plant reliability and integrity
programmes, more detailed failure analysis, structured
preventative maintenance programmes and associated
procurement of high impact spare parts. The installation
of automated wood handling equipment at the Arnhem
plant in FY 2022 will improve handling and efficiency.
Licensing/
Partnering
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.
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 2022, the Group amended its contractual terms to
ensure new Tricoya® user licensees include minimum panel
performance to applicable EU standards.
Litigation and
Disputes
Litigation and other disputes with business
partners or other third parties may require
significant resources to resolve, incur
costs and 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
counterparties may also have broader
adverse operational implications.
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, with
a view to early resolution of any issues wherever possible.
Expansion
New plants (including our Tricoya® plant in
Hull) or expansions of existing operations,
rely on new engineering and technology,
which may not perform as expected,
particularly in the early stages of operations.
Failure to grow manufacturing in line with
market expectations may adversely impact
the Group’s reputation to deliver complex
projects, its financial results and the ability
to meet its growth targets.
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. 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.
The Group has a strong emphasis on continuous
improvement. During the year, the Group was able to use
many of the lessoned learned from construction activities
at Hull and Reactor 4 at Arnhem to inform the project setup
which will be used by the Accoya USA joint venture.
45
Accsys Technologies PLC – Annual Report and Financial Statements 2022
46
RISK MANAGEMENT continued
Risk Description Mitigation Risk trend
Development
and Supply of
Raw Materials
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.
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
iskey among this, as is ensuring good supplier relationships
that provide us with materials on time, in line with
ourexpectations.
In managing the supply chain for our raw wood sourcing,
we mitigate risk through a number of supplier screening,
selection and monitoring steps and processes. It is also
a requirement that our wood suppliers are FSC certified
by third parties. Further information on our approach
tosupply chain risk management and biodiversity can
befound in our GRI/SASB disclosure on the Accsys
corporate website.
The Group has continued testing new species of raw wood
from different geographic regions which would be suitable
for application in respect of both Accoya® and Tricoya®.
The Group also continued to build up resilience in its supply
chain through further contractually binding arrangements
with raw material suppliers.
Personnel
The Group employs many highly
experienced personnel that have
deep knowledge of our business,
technologies, processes, and products.
A loss of key 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.
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. The Group made progress in FY 2022 with
respect to appointments in a number of key roles.
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 Group-wide bonus
scheme, together with 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.
Sale of
Products
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.
These changes in demand may arise out of
macroeconomic events beyond the Group’s
control. 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.
The Group maintains structured Sales, Marketing and
Product Quality functions which focus on supporting and
growing our sales and customer demand, while ensuring
the quality of our products.
Research and development continues, with the goal
ofincreasing overall product quality by way of enhancing
quality control standards and carrying out root
causeanalysis.
The Group continues to progress its plans to add new
production capacity, at Hull, Arnhem and in the USA, and
further details on these projects can be read in the CEO’s
Review. The Group is also well advanced in developing
demand for its Accoya® Color range.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Risk Description Mitigation Risk trend
Protection of
Intellectual
Property (IP)
and Trade
Secrets
As a business which materially benefits
from IP, the loss of confidential information,
patent rights, trademarks and other
intellectual property 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.
The Group has dedicated resource to manage its IP which,
together with external IP attorneys, are responsible for
maintaining and developing the Group’s IP portfolio. We
use confidentiality and IP agreements when dealing with
our business partners. To mitigate risk in relation to IP
protection, training is given to employees to help ensure
awareness of the need to protect our IP.
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.
Ensuring appropriate ESG governance is a key objective for
Accsys. Strong ESG governance will help Accsys to fulfil 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 FY 2022 the Group continued to improve its ESG
governance structure, which aims to assess ESG risks
and opportunities and to implement Accsys’ ESG Strategy.
Further details can be found in the Sustainability section
of this report.
IT
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.
Risks relating to IT and cybersecurity are
considered by the Audit Committee as part
of its regular review of the Group’s Risk
Register. The Board member with ultimate
oversight of risk management on this issue
is the chair of the Audit Committee, while
at an executive management level, Accsys’
Head of IT reports to the Group’s Finance
Director on the same.
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 and systems security software
and industry-leading security platforms have been
implemented to monitor and manage the continually
evolving threat landscape.
We continue to develop and implement processes and
procedures to support the Company’s ongoing operational
security towards the strategic objective to acquiring
ISO 27001 compliance. Approximately 90% of our IT
environment is service based/cloud hosted, and supported
by organisations which are ISO 27001 certified.
During the year, the IT function carried out appropriate
platform and infrastructure security testing and reviews
resulting in various infrastructure, device management and
security configuration improvements. IT security policy and
procedures are in place for all employees, which includes a
notification and escalation process, and IT security training
is held regularly. During the year, the IT function rolled out
updated security awareness training to all staff to ensure
a suitable level of awareness with respect to cyber risk. We
have also held learning lunches on information security and
run phishing simulation programs. Development of multi-
vendor threat intelligence and response systems utilising
advance analytics and 24 hour, seven day a week security,
provide us with additional layersof security to monitor and
protect infrastructure andassets.
We conduct third-party vulnerability scanning & analysis
including simulated hacker attacks, and have IT business
continuity plans in place with disaster recovery and
incident response testing held annually.
47
Accsys Technologies PLC – Annual Report and Financial Statements 2022
48
RISK MANAGEMENT continued
Risk Description Mitigation Risk trend
Reputational
risk
Maintaining good relations and business
reputation across all of Accsys’ stakeholders
helps it 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
andcustomers. 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.
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.
The Group has a dedicated Head of Investor Relations
who ensures the Group maintains 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.
Governance,
Compliance
andLaw
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.
As noted on page 65 of this document, Accsys has
adopted the QCA Corporate Governance Code and
reports against it 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
ComplianceStatement can be found at www.accsysplc.
com/qca-compliance.
The Group also has dedicated legal and governance
resource, headed by the General Counsel and Company
Secretary, who is responsible for the Group’s legal and
company secretarial affairs.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
49
CASE STUDY
Dynamic views of nature from the fire
watchtower – Belgium
The Belgian Kalmthoutse Heide park has gained a valuable landmark,
a new 42-metre-high fire watchtower. Architect NOHNIK, and construction
partners Bureau Bouwtechniek and Ingenieursbureau ABT België
have perfectly combined wood and steel to produce an elegant truss
construction. From every angle, the fire watchtower offers a dynamic
and panoramic view over the natural landscape of the Kalmthoutse Heide.
The tower is built up in 6-metre-high segments, which twist flawlessly into
each other. The staircase follows the same orientation, alternating direction
at each segment, making the climb up the tower an experience in itself.
The fire watchtower is therefore not only an efficient workplace for the fire
fighters, but it also provides access for everyone in the area to enjoy the
spectacular view from the tower’s platforms.
The Kalmthoutse Heide offers great diversity of landscapes, nature, and
cultural-historical heritage. With the fire watchtower as its new landmark,
and the surrounding area previously destroyed by a forest fire in 2011, the
tower serves to significantly protect the area.
Accoya wood was the material of choice for the railings, balustrades, and
fire watchtower; the ultimate contrast to the steel truss construction
frame. A variation of wood thicknesses and spacing was used, creating
a sophisticated look and thanks to the colour and material combination
of Accoya wood, the tower harmonises beautifully with the surrounding
natural landscape.
For more Accoya projects, visit www.accoya.com/projects
Project details
Client: Gemeente Kalmthout
Commissioning partners:
Agentschap Natuur en Bos,
Telecomoperator Astrid
Tower height: 42m
In collaboration with: Bureau
Bouwtechniek and ABT België
Architect and images:
©
NOHNIK
architecture and landscapes
Distributor: Martal Houtimport
Sub-distributor: Houthandel Jacobs
©
NOHNIK architecture and
landscapes (architect and
images), ABT België and
Bureau Bouwtechniek.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
50
Our focus on TCFD
While Accsys is not required to report against the TCFD (Task Force on
Climate Related Financial Disclosure) yet, we have conducted an initial
review on the Framework and will be looking to further engage key senior
leaders on the TCFD in 2023. We will focus on key actions which Accsys is
able to implement related to the TCFD recommendations, as we understand
the importance of evolving our approach to climate risk and resilience.
SUSTAINABILITY
The Accsys ESG Framework is
the foundation of our approach
to sustainability, which comprises
Accsys’ 10 material issues that
are aligned to the United Nations
Sustainable Development Goals
(SDGs). Each material issue
comprises of a strategy, roadmap
of actions, goals and performance
metrics with a roadmap and
progress review each year.
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.
Progress on sustainability
strategy roadmap
We are on track with our
sustainability strategy roadmap.
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.
Looking ahead
We are accelerating progress on
our ESG and sustainability roadmap,
and we are proud to have achieved
so much already in 2022. 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.
Aselection of our focus areas
forFY2023include:
• ESG Governance: Formalising
andbuilding on ESG governance
and management
• Health and safety: Continuing to
work towards health and safety
excellence with the creation of
global HSE Team
• Climate change – Strategy
implementation and roll out
of Climate Change Policy
• Sustainable and quality products:
Continuing to build 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
On the following pages we describe
our approach, key highlights and
metrics for FY 22, 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
GRIContent Index:
www.accsysplc.com/esg-reporting
and queries can be directed to
sustainability@accsysplc.com
OUR APPROACH TO
SUSTAINABILITY
AT ACCSYS, WE ARE COMMITTED TO DELIVERING ON OUR
PURPOSE, CHANGING WOOD TO CHANGE THE WORLD.
2022 highlights
• Health and safety:
Movingtowards health
andsafety leadership
• Climate change:
Development of
ClimateChange Policy
• Responsible sourcing:
Ensuring future
resilienceand security
ofsustainable supply
• People and wellbeing:
Inclusion & Diversity
andLearning &
Developmentfocus
• Culture and engagement:
Employee engagement
including Accsys Green
Champions Network
• Society and communities:
Strategy developed and
newcharity partners
appointed
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
51
We are on track with our sustainability strategy roadmap. 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.
Our contribution to the
UnitedNations 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.
Aside from these targeted
areas, the strong sustainability
performance of our business
andproduct also align with
a broader group of SDGs.
People &
wellbeing
Innovation &
technology
Sustainable
& quality
products
Governance
management
& advocacy
Responsible
sourcing
Society &
communities
Energy &
climate change
Ecological
footprint
Health
& safety
Fair &
ethical
conduct
W
h
a
t
w
e
d
o
a
s
a
b
u
s
i
n
e
s
s
H
o
w
w
e
m
a
k
e
a
n
i
m
p
a
c
t
Changing
wood…
…to change
the world
Our ESG Framework
Sustainability strategy roadmap
Stage 1:
Evaluation and
strategy refinement
Stage 2:
Impactful action
and data-led direction
• Improve assessment, monitoring and
datamanagement
• Review and, where necessary, set up new
formal policies, oversight and workflows
• Initial actions for improvement in each
material issue
• Establish baseline statistics and metrics
• Use improved data to refine action
plans & set realistic, ambitious and
attainable targets
• Implement and support new
programmes and initiatives
• Manage and reassess material issues
and stakeholder priorities to ensure
continued relevance
2021 2022 5+ years
Accsys Technologies PLC – Annual Report and Financial Statements 2022
52
SUSTAINABILITY continued
2022 highlights
• Introduced new Health & Safety Strategy, HSE Policy
and established a Board HSE Committee
• Increased HSE events and communications including
first annual HSE day, and monthly HSE scorecard
• Increased safety monitoring and awareness
• Deployed new global Accsys health and safety brand
and campaigns including new HSE brand and campaigns
and achieving target number of SOCs ans safety tours
• Targeted areas for improvement including forklift truck
safety, hazards awareness and minor incident prevention
• Introduced behavioural-based safety training forall senior
teammembers
Looking forward
• Ultimately target zero harm
• Maintain interim target 0.5 LTIR**
• Maintain interim target <15 accident severity rate
• Safety, Wellbeing and Sustainability Day
• Commissioning related associated safety assessments
of Hull plantand Arnhem expansions
• Development of HSE systems for our US plant, currently
inconstruction
• Creation of global HSE Team that operates locally and share
bestpractices
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.
Leadership and
employee engagement
towards Zero Harm
This year, we built on our commitment to
develop best practice health and safety through
a targeted strategy and a ‘Zero Harm’ target.
Developing a safety-first culture depends on
all of our employee. We have launched new
initiatives to increase employee engagement.
One key focus has been on leadership
and accountability to demonstrate strong
commitment to safety. We’ve looked from the
‘smaller’ and impactful actions, with our CEO,
Rob Harris starting each all company meeting
with a safety moment, to ensuring visible
leadership by increasing safety inspection tours
made by senior leader on our sites.
To engage employees directly, our competition
for our new health and safety slogan received 120
entries and a winning slogan of ‘Think Safe, Act
Safe’. This has now been incorporated into a logo
which is used on literature and presentations.
We also held our first Annual Health and Safety
Day, which raised awareness on safety related
issues and involved employees from every area of
operation physically and virtually.
0.5 LTIR
Lost Time Incident Rate** (2021: 1.8)
Target 500 SOC (Safety Observation Card) reporting
achieved with 811 SOCs received (90 2021)
2 Lost Time Incidents (LTIs) (2021: 3)
5.2 Total Recordable Incident Rate (TRIR) (2021: 6.75)
552 Management Safety Tours (2021: 98)
51 Safety Committee Meetings (2021: 16)
2500 Toolbox Talks (2021: 2780)
811 hazard/Near-miss Reports (2021: 90)
0 Fatalities (2021: 0)*
* Employee related metrics. Contractor related metrics can also
be found in the ESG section of our corporate website.
** Per 200,000 hours worked.
See more about our approach in our 2022 GRI and
SASB Report in the ESG section of the Accsys website
HEALTH AND SAFETY
CASE STUDY
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
2022 highlights
• Launch of Inclusion & Diversity workstream alongside third
annual Accsys People employee survey
• Learning and development strategy developed and roll out
commenced
• New organisational structure is being developed to combine
global strength through the Accsys ‘Centres of Excellence’
which supports local business units to become P&L centers
• Accsys Project Management system implemented
• Green Champions Network launched, an employee led
engagement initiative to share, learn, and plan sustainable
initiatives
Looking forward
• 2023/24 target* – Maintain employee survey response rate
• Further development of Inclusion & Diversity strategy
• Build online learning and development system
• Adopting a consistent and formal job level model to allow for more
transparent career development and aid reward recognition
• Further development of the Total Reward Philosophy
• Full adoption of ‘OKR’, employee performance and
developmentsystem
• ‘Accsys in Action’ employee initiatives focused on wellbeing,
environment and social activities
People and wellbeing
We focus on employee engagement, which results in committed
and loyal people, who are willing to go the extra mile, and
employee enablement, which ensures that we have the right
people in the right roles, in an enabling work environment.
Enabling our employees
through learning and
development
Through our employee engagement activities,
we identified that our employees felt that there
were opportunities to improve learning and
development opportunities at Accsys.
As a result of the feedback, we recruited a new
Learning & Development Manager to transform
Accsys into a ‘Learning organisation’ through a
new learning and development strategy.
We have provided training on topics such as
leadership and performance management,
and in the 2022 employee engagement survey
responses to the question, ‘the company
provides training sothat I can perform my
present job well’ increased by 9%.
Next year we plan to add a focus on personal
development plans and competency
management capabilities into our learning and
development programme as it also goes online.
See more about our approach including labour practices
inour2022 GRI and SASB Report in the ESG section of the
Accsys website
78%
I&D survey response rate (78% employee survey
response rate 2021)
0 incidents of discrimination (FY21: 0)
36% employees invested in Company share plan (2021: 34%)
29 Total hours of training and development per person
88% “I feel able to be myself at work” survey response
% Male % Female
Non-Executive Board Members 67 33
Senior managers* 90 10
All employees 84 16
Note: Table reflects FY 22
* Senior managers include our Executive Board Members, Senior
Leadership Team, and senior managers with highest levels of strategic
influence for the organisation.
53
PEOPLE AND WELLBEING
CASE STUDY
Accsys Technologies PLC – Annual Report and Financial Statements 2022
54
SUSTAINABILITY continued
2022 highlights
• Continued adherence to QCA Corporate Governance Code
(seepage 75 for more information)
• Internal Board performance evaluation conducted
• ISO 9001, ISO 45001 and ISO 14001 certification action
plandeveloped
• Integration of sustainability principles into
procurementpractices
• Integration of ESG target – see Remuneration report
formoreinformation (pages 80 to 97)
Looking forward
• Monitoring new external mandatory reporting requirements,
such as EU Taxonomy
• Annual Board performance evaluation
• TCFD (Task Force on Climate-Related Financial Disclosures)
implementation commencement
• Sustainability and ESG-related policy development
• Integrating sustainability in procurement practices
• ESG IR Rating (independent benchmark of ESG
performance)publish
• Further improvement to data management processes
Governance, management
and advocacy
We strive for first-class governance, management and
stakeholder relationships to sustain our growing scale.
See more about our Governance on pages 70 to 79 and in our 2022
GRI and SASB Report in the ESG section of the Accsys website
0 fines
and non-monetary sanctions from non-compliance
with environmental laws and/or regulations (2021: 0)
2nd annual GRI and SASB reporting disclosure
2 ’meet the Board’ events held for Accsys employees
See more about our approach, including our commitments to waste
and water in our 2022 GRI and SASB Report in the ESG section of the
Accsys website
2022 highlights
• Re-launch of updated compliance policies
• Monitoring and training in relation to, amongst other things,
Anti-Bribery, Market Abuse and Modern Slavery
Looking forward
• Assessment of current processes and performance reporting
to external, best practice benchmarks
• On-going monitoring and training in relation to, amongst other
things, Anti-Bribery, Market Abuse and ModernSlavery
• Publication of external facing key ethics relevant policies
Fair and ethical conduct
We’ll uphold our commitment to high ethical standards,
ensuring our processes and procedures are strengthened
aswe continue to grow.
0 incidents
of bribery and corruption
(2021: 0 incidents)
100% relevant employees (including Board)
communicated with on anti-corruption policies
(2021:100%)
100% operations assessed for corruption risks
(2021:100%)
€0 regulatory fines, sanctions or settlements
(2021:€0)
€0 spend on political campaigns, lobbying or think
tanks (2021: €0)
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
55
2022 highlights
• Acquisition in Wales for Accoya Color manufacturing scale-up
• IP strategy development to future-proof competitive resilience
• Continued focus on ‘cleaning’ acetic acid co-product to increase
potential for circularity and industrial reuse
• Qualification of alternative wood species and geographies for
future supply options
• Strengthening System Partner programme (i.e. coatings,
adhesives and hardware) with new and existing partners globally
• Reducing batch cycle time in manufacturing processes which
has resulted in energy efficiencies
• Tricoya process optimisation and testing to support Hull
Looking forward
• Accoya Color ramp up and further innovations
• Building on security of supply efforts
• Progressing IP Strategy development and execution
• New scanner and stacker equipment to ensure products
meetspecification
• Continuous improvements in operations
• Building on System Partner programme
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.
See more about our approach in our 2022 GRI and SASB Report
inthe ESG section of the Accsys website
€1.2m
dedicated investment in R&D
(2021: €1.1m)
2nd annual GRI and SASB reporting disclosure
New automated wood handling equipment installed
at Arnhem in FY22 with 100,000m
3
annual handling
capability to improve handling and efficiency
See cross cutting metrics under:
– Ecological footprint (waste)
– Energy and climate change (GHG emissions)
2022 highlights
• Further development of Accoya® offcuts reclamation
programme
• Packaging reduction and elimination for Accoya
• Closed-loop recycling of acetic acid
• Biomass exploration of wood dust and shavings
Looking forward
• Key focus on process innovation to identify and
implementfurther waste reduction through process
andtechnology efficiencies
• Water efficiency activities investigation
• Continue closed-loop recycling of acetic acid and
exploration ofincreased scale
• Increasing volume of Accoya offcuts reclamation
• Commence biomass use at Barry, UK, if feasible
See more about our approach, including our commitments to waste
and water in our 2022 GRI and SASB Report in the ESG section of
theAccsys website
Ecological footprint
We’ll work to minimise the ecological impact from our
operations, particularly focusing on adopting a circular
economy approach to resources, which includes reducing
waste. Another focus is on monitoring water relatedimpacts.
100%
of our reclaimed Accoya® wood re-processed
for Tricoya® wood elements
134 tonnes reclaimed Accoya® wood re-processed
forTricoya® (2021: 216 tonnes)
Zero waste to landfill (2021: 0)
1,476 tonnes total waste for recycling (2021: 1,206 tonnes)
See further information in our ESG data content index
(www.accsysplc.com/esg-reporting)
Accsys Technologies PLC – Annual Report and Financial Statements 2022
56
2022 highlights
• Updated Accoya® wood Life Cycle Analysis (LCA)
• Accoya recertified to Cradle to Cradle® Gold overall
and Platinum for Material Health
• Continued renewal, identification and confirmation of suite
of technically valid quality and sustainability accreditations
• New Accoya® Color product brought to market in selected
regions and capacity accelerated through acquisition of assets
in Wales, Barry, creating new Accoya Color manufacturing site
• Accoya® Arnhem Plant fourth reactor capacity expansion
• Continued progress with Eastman on Accoya USA JV
• New stacker to support quality control (see page 24 for
case study)
Looking forward
• Publish of Accoya Environmental Product Declarations (EPDs)
• Accoya Color Cradle to Cradle Certification and first full year
of operation at Barry, Wales site
• Tricoya® Hull plant commence operation (see pages 26 to 33)
• Accoya® Arnhem Plant fourth reactor completion (see pages
26 to 33)
• Continued progress with Eastman on Accoya USA JV (seepages
26 to 33)
SUSTAINABILITY continued
2022 highlights
• Exploration of other wood species, source locations and
options for security, quality and sustainability of raw
materialsinputs
• Ongoing evaluation of acetic anhydride supply sourcing,
reuse and recycling of our acetic acid co-product
• Working with FSC representatives on how to allow for
certification of a greater number of inputs of Accoya being
reused as Tricoya input
• Working with a new potential wood supplier to successfully
have them achieve FSC certification so they can utilise them
and let them expand operations to offer more employment
in economically stressed area
Looking forward
• Target FY23: Maintain 100% certified sustainable wood sources
• Target FY23: Increase annual volume (m
3
) of Accoya offcut
reclamation being remanufactured for Tricoya
• Increase in-person wood mill supplier engagement
• Continuation of exploration of other wood species, source
locations and supply options for more sustainable and lower
impact wood sourcing
• Ongoing evaluation of acetic anhydride supply sourcing,
reuse and recycling of acetic acid co-product
Responsible
sourcing
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.
Sustainable and
qualityproducts
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.
100%
certified sustainable (i.e. FSC® and/or PEFC®)
wood sources* (2021: 100%)
100% suppliers* screened using social and
environmental criteria (2021: 100%)
100% suppliers* met with, visited, or audited in the
past year (2021: 93.3%)
100% of new supplier wood mills visited before supply
(2021: 100%)
85% of wood supply mills visited within three years
(2021: 85%)
100% of operations subject to human rights reviews
or impact assessments (2021: 100%)
47,838 tCO
2
sequestered in products sold
(2021: 48,493 tCO
2
)
200,000m
3
: 2025 production capacity target
CO
2
sequestered in our products sold in 2022 is
equivalent** to:
118,743,750 miles driven by an average passenger vehicle
24,008 tonnes of coal burned
5.8 billion smartphones charged
** Source of equivalences: EPA calculator (www.epa.gov/energy/
greenhouse-gas-equivalencies-calculator).
65 CPDs delivered
See more about our approach which includes information on
our labour practices in our 2022 GRI and SASB Report in the
ESG section of the Accsys website
See more about our approach in our 2022 GRI and SASB Report
in the ESG section of the Accsys website
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
57
SUSTAINABLE AND QUALITY PRODUCTS
CASE STUDY
At Accsys, we are proud that our products are high
performing, while contributing to a more sustainable
built environment. Externally assessed accreditations and
certifications allow us to demonstrate our sustainability
attributes and credentials and ensure
that we are progressing and focusing on theright areas.
Cradle to Cradle Certified® (C2C) is an independent
global standard for products that are safe, circular and
responsibly made. It helps companies to ensure the impact
of their products on people and planet is a positive one.
Companies must reapply for C2C status every two years.
This year, Accoya has retained Gold C2C certified status,
which Accoya has held since 2010, highlighting the
company’s impressive sustainable wood sourcing strategy,
non-toxic product and use of more than 50% renewable
energy in production. The separate Platinum certification in
the Material Health category recognises that the product
poses no danger to either the environment or human
health, and is the highest possiblecertification level.
Cradle to Cradle Certified
®
–
demonstrating performance and
sustainability go hand in hand
For more Accoya projects, visit
www.accoya.com/projects
After the end of the reporting period in May 2022,
Accoya Color was awarded Cradle to Cradle certification
at the prestigious ‘Gold’ level. It also achieved ‘Platinum’
(the highest level) for both ‘Material Health’ and ‘Water
Stewardship’. This recognises that Accoya Color as a
product adheres to very high standards of sustainability,
alongside the recognised high performance and durability
credentials of the brand.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
58
SUSTAINABILITY continued
Acetylated wood has sustainability benefits to other
materials and species of wood through itsdurable,
stable, non-toxic and carbon storageproperties.
However, producing acetylated wood does require
energy. We are continually looking to optimise our
processes, which will in turn, reduce our energy use.
At our Arnhem site, Accoya wood is manufactured
in ‘batches’. We have been successful in reducing the
cycle time of eachbatch.
These innovations have enabled us to reduce the
emissions intensity per cubic meter of Accoya for our
scope 1 emissions. (The overall scope 1 metric to the
right includes emissions associated with additional
sites to Arnhem).
This year we have also completed a feasibility
assessment on increasing batch sizes to further
improve the efficiency of this process, and will look to
implement these further initiatives next year.
ENERGY AND
CLIMATE CHANGE
CASE STUDY
2022 highlights
• Development of climate change policy
• Improved data collection and analysis for targeted improvements
• Launch of Green Champions Network throughout the organisation
for local and global awareness, initiatives andsupport
• Refreshed carbon offsetting approach to align with purpose
and strategy
• Reducing batch cycle time in manufacturing processes which
has resulted in energy efficiencies
Looking forward
• Continuation of Green Champions Network activities and
workstreams to drive activities around sustainable products
and manufacturing, green office and personal footprint
• TCFD (Task Force on Climate-Related Financial Disclosures)
implementation commencement
• Implementation of climate change policy
• Target setting planning commencement
• Climate awareness training for relevant employees
Scope 3 emissions reporting
• At Accsys we have long focused on credible assessments on
our environmental impact. We have conducted product life
cycle assessment of Accoya wood for 20 years.
• This year we built on our progress and have conducted scope 3
emissions internal reporting. We are in the process of reviewing
the data internally before an external publish.
• For the next steps, we will be assessing our impacts in more
detail as we look towards developing our near to longer
termcommitments.
Energy efficiencies
through innovative
optimisation processes
Energy & Climate change
We’ll uphold our commitment to high ethical standards,
ensuringour processes and procedures are strengthened
as we continue to grow.
0.1419 tCO
2
e/m
3
Location based scope 1 (direct) and scope 2 (indirect)
emissions intensity* (2021: 0.1361 tCO
2
e)
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
Emissionsinformation on page 60 for more information.
4,586 tco
2
e scope 1 emissions* (2021: 4,421) Scope 1
emissions includes data from Barry, UK and Arnhem,
the Netherlands
3,879 tco
2
e scope 2 emissions location-based (2021: 3,806)
3,910 tco
2
e offsets retired (2021: 2.673)
39% overall mix with RECs (2021: 19%)
See further information on page 60 and in our 2022 GRI and
SASB Report in the ESG section of the Accsys website
See more about our approach in our 2022 GRI and SASB Report
in the ESG section of the Accsys website
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
In the summer of 2021 the entire Accsys
family of colleagues helped to choose
our new charity partners for the company.
Accsys sought to reflect the company’s
purpose, values and operating locations
and to have an impact on the people,
society and world around them.
Accsys chose to support one UK-based
charity, one located in the Netherlands,
and one with a truly global remit
and impact.
With strong engagement from across
all areas of the business, Accsys is proud
to support Mind, Trees for All, and the
Coalition for Rainforest Nations.
SOCIETY AND
COMMUNITIES
CASE STUDY
Engaging employees
through Society and
communities strategy
Society and communities
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’.
€20,875
donated to charitable activities
(2021: €6,400)
3 official charity partners (including Mind)
2022 highlights
• Development of Society and Communities strategy
• Accsys employees in all regions voted for official charity
partners, aligned to Accsys values and activities
• Support delivered to communities through monetary donations
and charitable product donations (with screening criteria)
• Building on governance and accountability through Charity
Committee and its activities
• Engaging employees through ‘Accsys in Action’ charity
ambassador initiatives with social, community-related and
charitable activities, including ‘Step out to help out’ walking
and wellbeing challenge and Tree Planting day with Trees For
All, Accsys Dutch charity partner
• Green Champions Network engaging employees on sustainability
awareness with Personal Footprint campaign launch
Looking forward
• Further development of partnerships with official charity partners
• Green Champions Network, Personal Footprint group
campaigndelivery
• Group wide employee engagement campaigns to align social
and environmental goals
59
See more about our approach in our 2022 GRI and SASB Report
inthe ESG section of the Accsys website
Accsys Technologies PLC – Annual Report and Financial Statements 2022
60
SUSTAINABILITY continued
Greenhouse gas (GHG) emissions information
Unit
2022 2021
Total UK
Global
(Excluding UK) Total UK
Global
(Excluding UK)
Scope 1 emissions tco
2
e 4,586.47 291.85 4,294.62 4,421.01 — 4,421.01
Scope 2 emissions location-based tco
2
e 3,878.99 3.46 3,875.53 3,805.81 1.58 3,804.22
Scope 2 emissions market-based tco
2
e 600.62 3.46 597.16 2,277.29 1.58 2,275.71
Total scope 1 and 2 emissions location-based
(gross value) tco
2
e 8,465.46 295.31 8,170.15 8,226.82 1.58 8,225.24
Total scope 1 and 2 emissions market-based tco
2
e 5,187.09 295.31 4,891.78 6,698.30 1.58 6,696.72
Carbon offsets purchased tco
2
e 3,909.88 — — 2,673.00 — —
Renewable Energy Certifications (RECs) tco
2
e 3,278.37 — 3,278.37 1,528.52 — 1,528.52
Scope 1 and 2 emissions (net value) tco
2
e 1,277.20 4,025.30
Scope 1 and scope 2 location-based
emissions intensity tco
2
e/m
3
* 0.1419 — — 0.1361 — —
Scope 1 and scope 2 market-based
emissions intensity tco
2
e/m
3
* 0.0870 — — 0.1108 — —
Net scope 1 and scope 2 emissions intensity tco
2
e/m
3
* 0.0214 — — 0.0666 — —
Energy consumption associated
with Scope 1 emissions MWh 249.00 15.85 233.16 243.28** — 243.28**
Energy consumption associated
with Scope 2 emissions MWh 8,884.79 16.30 8,868.49 8,712.12 6.80 8,705.32
Energy consumption associated
with Scope 1 and 2 emissions MWh 9,133.80 32.15 9,101.65 8,955.40** 6.80 8,948.60**
* Accoya® produced.
** This figure has been restated in 2022 for updated values.
Methodology
• We have reported on emission sources required
under the Companies Act 2006 (Strategic Report
and Directors’ Reports) Regulations 2013 and
the Streamlined Energy and Carbon Reporting
requirements.
• We report on existing operating sites for our
manufacturing facility in Arnhem, the Netherlands
and London office. This year we acquired a new site
in Barry, UK so have included emissions associated
with this site from the date of acquisition.
• 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 (2021).
• 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 3,910 tCO
2
of carbon credits
tooffset a proportion of our GHG emissions. The
credits are Voluntary Emissions reductions from
the Verified Carbon Standard (VCS) and Climate,
Community & Biodiversity Standards (CCB)
through EcoAct’s portfolio.
Energy efficiency action
• Efficiency improvements in our process to enable
more wood to be acetylated in each reactor at once
– meaning more finished product for less energy and
acetic anhydride use.
• 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.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
61
Listening, engaging
and partnering with
stakeholders across
our business activities
helps us to address
our business impacts
and improve outcomes
for people, health
and safety, and the
environment.
Board of
Directors
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STAKEHOLDER ENGAGEMENT
Accsys considers its stakeholders as integral to its success, and is committed to engaging and collaborating with
our key internal and external stakeholders throughout the value chain. Our progressive approach to sustainability
and ESG issues began with a stakeholder engagement exercise, with our resulting material issues framework,
strategy and activities built from that foundation. Additionally, we summarise below how our Directors fulfil
their duties in relation to Section 172 of the Companies Act 2006.
The ‘section 172 duty’
The Directors are subject to a duty to promote
the success of the Company and act in a way that
they consider, in good faith, would be most likely to
promote the success of the Company for the benefit
of its members as a whole. In doing so they are
required to take into account a number of factors
including the impact of decisions over the long term
and their impact on employees’ interests, business
relationships, the community and the environment.
They are also required to consider the need to maintain
high standards of business conduct and to act fairly
betweenshareholders.
As part of their induction, any Director is 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
Boardmeetings.
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 75 to 79 of the
Corporate Governance Report forfurther information
on compliance with the QCA code).
The Accsys Board takes its S.172 Duty seriously and
seeks to engage with stakeholders 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.
See more about our business activities
in our Business Model on pages 16 and 17
Accsys Technologies PLC – Annual Report and Financial Statements 2022
62
Longterm view
The Directors aim to ensure that the business
and its values-led vision is not only a commercial
success in the short term but also in the long
term. The evaluation of long-term consequences
of decisions involves the Board managing
responsibly as Accsys continues 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 make the world a better,
more sustainable place. This 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
itsstakeholders.
For instance, a key part of the Company’s strategy
in FY 22 was to progress with the planned
construction of an Accoya® plant in the USA
through our joint venture with Eastman Chemical
Company. The plant in the USA has been designed
to allow for efficient expansion in the future.
The long-term success of any growth expansion
project and ongoing value creation once the plant
is operational, was an important factor in the
decision-making process. See below for further
information on the Accoya® USA joint venture.
For further information please see pages 70 to 79
oftheCorporate Governance Report
Employees
The Directors recognise that our people are
key to the success of our business, with positive
retention rates and engagement survey results
which indicate commitment to the future of the
Company. The ideas, skills and intellectual capital
of Accsys’ people are significant contributors to
Accsys’ Research & Development, innovation,
proprietary and protected technologies and
its work to develop long-term growth market
opportunities to exploit the Company’s first
moveradvantage.
To ensure strong and positive employee
engagement, Accsys holds regular communication
updates in different forms, from in-person
meetings to video-conferences on a wide range of
topics, including: health and safety, the Company’s
financial position, strategy, and updates on project
progress and team activities. Employee feedback
and questions are also actively encouraged.
1
2
These communication forums combine a strong
structure with an informal environment to
facilitate and promote real engagement and
opendialogue throughout all levels and
functions in the organisation.
The Company has an annual Employee Share
Participation Plan which is open to all employees
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 2022 and following on from our
Employee Engagement Survey in 2021, a Group-
wide employee inclusion and diversity survey
was commissioned. This provided personnel with
another opportunity on an anonymous basis to
give valuable feedback on diversity and inclusion
within the Company. The results of this survey are
currently being reviewed and considered carefully
by the Senior Leadership Team.
Through the Company’s learning and development
programme, Accsys provides resources and
training to allow employees to develop their skills.
This creates value for employees by enhancing
their skills and learning and enabling them to
succeed in what they do now and into the future.
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. Accsys
is also committed to providing local employment
across all of our locations. Where we need to hire
externally, we do so locally using in-house or local
recruitment firms in each market, and we do not
operate an ex-pat based employment model.
For further information please see pages 70 to 79
oftheCorporate Governance Report and
pages53ofthe Sustainability section
STAKEHOLDER ENGAGEMENT continued
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Customers, Suppliers & Business
Partners
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 network of
global distributers 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. Accsys provides training
to its end-users (most frequently joineries) and
distributors in relation to Accoya®, including
information for usage applications, manufacturing,
environmental and social benefits. Accsys also
maintains frequent contact with and, when
possible, visits to customers to ensure regular
andopen dialogue.
Through the Company’s joint venture and
consortium, its relationships with business
partners such as Medite and INEOS in relation to
Tricoya®, and with Eastman Chemical Company in
relation to Accoya USA, are key elements to the
success of those ventures. These relationships and
ventures also create value for our partners, where
the new plants under construction will create new
long-term demand and supply opportunities for
their businesses where the sustainable nature of
the finished products that they contribute to also
supports their own sustainable development.
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.
For further information please see pages 15, 34 to 35
and 70 to 79
3
Community andtheenvironment
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
keyfocus.
The Company continues to have a strong focus on
responsible sourcing and product sustainability.
100% of the Company’s products are made from
FSC® certified sustainable wood from well-
managed forests and 100% of the Company’s
key materials suppliers are assessed for social
and environmental criteria.
During FY 2022, Accsys took important steps
forward in its commitment and contributions
back to the community and the environment.
Inthis period the Company implemented a
climatechange policy to assess better the impact
of our operations on the environment. Under
our new Society and Communities strategy,
the Company has developed a more structured
approach to social and environmental impact
through tools such as charitable giving and
employee engagement.
In addition, the location of our production
assets are in sites that do not require community
consultation in relation to community relocation
orcultural heritage.
For further information please see pages 50 to 60 in
the Sustainability section, and the Accsys Sustainability
Report in the ESG section of the Accsys website
4
63
Accsys Technologies PLC – Annual Report and Financial Statements 2022
64
STAKEHOLDER ENGAGEMENT continued
Good 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.
For further information please see pages 50 to 60
and pages 70 to 79
Shareholders
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
shareholders are regularly sought and received,
whether it is through the Company’s Annual
General Meeting, or the Company’s investor
relations programme which includes meetings
with major investors across the year. The
Board also receives investor feedback twice
a year, following the communication of the
Company’s fulland half years results to investors.
Throughthis engagement, and other direct
investor engagement periodically, the Board
ensures thatwhen balancing the interests of
stakeholders, it is well-informed on shareholder
needs andsentiment.
For further information please see pages 70 to 79
oftheCorporate Governance Report
5
6
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 suchdecision-making.
1. Accoya USA, LLC
In March 2021, the Company concluded arrangements
relating to its joint venture company with Eastman
Chemical Company (Accoya USA, LLC) and made
the final investment decision to proceed with the
construction of an Accoya® wood production
planttoserve theNorth American market.
In making the decision to proceed with the
joint venture,the Board considered certain
keystakeholderinterests, 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
important in evaluating whether toproceed with
and/or adjust growth plans.
• Employees – 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
completing the remaining planning workstreams
required in relation to the joint venture our growth
plans were discussed across the Group, including
atinternal 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.
OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
2. Refinancing of Group DebtFacilities
In October 2021, the Company announced the
refinancing of its Group debt facilities through a new
bilateral agreement with ABN AMRO, one of Accsys’
existing relationship banks. The new facility has
significantly simplified Accsys’ debt structure, which
previously included five different debt providers, and
provides Accsys with greater liquidity to support the
Group’s growth plans which will benefit all stakeholders.
3. Purchase of assets for
AccoyaColor®production
In July 2021, the Company announced that it entered
into a sale and purchase agreement with Lignia Wood
Company Limited and its administrators, to acquire
certain assets, equipment and technology at its
manufacturing plant in Barry, Wales which would be
used to convert Accoya® wood into the Accoya® Color
product. This allowed the Company to accelerate its
plans to grow Accoya® Color both in its current markets
and into additional markets as part of its ongoing global
growth strategy.
In making the decision to proceed with the purchase
of assets, the Board considered certainkey stakeholder
interests, including:
• Shareholders – the expansion plans of the Group
andthe potential to enhance revenue, underlying
earnings and growth.
• Employees – our ambitious growth plans and
expansion 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 and views on the Accoya Color project
were sought from key employee stakeholders during
the process.
• Community and environment– since Accoya® Color
combines the benefits of Accoya® wood with colour
all the way through the wood from surface to core,
webelieve that growing our manufacturing capability
in this area will give customers more versatility in
howthey use our sustainable, environmentally-
friendly products.
4. Equity Raise
In May 2021, the Company undertook a placing and
open offer to raise gross proceeds of approximately
€37 million. The net proceeds of the issue were used
primarily to fund the Company’s investment in Accoya
USA, LLC as well as to provide additional capital to
support the Company’s continued growth.
In making the decision to proceed with the equity
raise,the Board considered certain key stakeholder
interests, including:
• Shareholders – the expansion plans of the Group
andthe potential to enhance revenue, underlying
earnings and growth.
• Employees – the open offer element of the issue
provided an opportunity for employees (whether
existing shareholders ornot) to participate in the
equityraise.
• Community and environment– the Company felt
that the proceeds of the equity raise ultimately
facilitated further production of Accoya, thereby
increasing availability of a sustainable, environmentally
friendly, low carbon buildingmaterial.
65
BOARD OF DIRECTORS
Stephen Odell Robert Harris William Rudge Nick Meyer
Non-Executive Chairman Chief Executive Officer Finance Director Non-Executive Director
Background and
Experience
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.
External Appointments
Member of the University
of Nottingham Council
(effective 1 August 2021)
Background and
Experience
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.
Rob has a considerable track record
in the growth of international
manufacturing and marketing
business.
External Appointments
None
Background and
Experience
William, born February 1977, had
been the Financial Controller for
Accsys since joining the Company
in January 2010 before being
appointed Finance Director
on 1October 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.
External Appointments
None
Background and
Experience
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.
External Appointments
Emeritus Chairman and Special
Adviser of:
• Consolidated Timber
Holdings Group Limited
• Executive Chairman
of Hardwood Ltd
Board Appointment and Tenure
1
Appointed: 23 June 2020
Tenure: 2 years
Appointed: 29 November 2019
Tenure: 2 years
Appointed: 1 October 2012
Tenure: 9 years
Appointed: 17 May 2011
Tenure: 11 years
1 Tenure is calculated on number of complete years to 30 June 2022.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
66
Audit Committee
Key to Committees
Nomination Committee Remuneration Committee Chair of Committee
Sue Farr Sean Christie Trudy
Schoolenberg
Alexander
Wessels
Louis Eperjesi
Non-Executive Director Non-Executive Director Non-Executive Director
(Senior Independent
Director)
Non-Executive Director Non-Executive Director
Background and
Experience
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.
External Appointments
Non-Executive Director:
• British American
Tobacco PLC
• Unlimited Marketing
Group Limited
• Helical PLC
Background and
Experience
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.
External Appointments
Non-Executive Director:
• Applied Graphene
Materials PLC
• Turner & Townsend Ltd
• Optibiotix Health PLC
Background and
Experience
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 1 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.
External Appointments
Non-Executive Director:
• The Netherlands
Petroleum Stockpiling
Agency (COVA)
• Spirax-Sarco
Engineering PLC
(Senior Independent
Director)
• Avantium N.V.
Background and
Experience
Alexander brings over
30 years of chemical,
pharmaceutical and process
industry knowledge and
experience to Accsys. He is
currently Chief Executive
Officer of Caldic, a leading
global specialty ingredients
and chemicals distributor.
Alexander holds also a
number of additional
non-executive roles:
• Vice-Chairman of
colour and speciality
chemicals company
Archroma.
• Non-Executive
Boardmember
of Agrifirm
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.
External Appointments
Non-Executive Director:
• Archroma (Vice
Chairman)
• Agrifirm
• CEO of Caldic B.V
Background and
Experience
Louis, born in 1962, joined
the Accsys Board on 1 June
2022, following a successful
33 year career in the
building materials sector.
Louis was most recently
CEO of Tyman Plc, a leading
International supplier of
engineered components
and access solutions to
the construction industry,
between 2010 and 2019.
Prior to Tyman he held
senior executive roles in
Kingspan Plc, Baxi Group
Ltd, Lafarge SA and
Caradon Plc. He brings
a strong background of
manufacturing and supply
of building products in
International markets,
together with commercial,
strategy development, M&A
and change management
experience.
External Appointments
Louis is currently a Non
Executive Director of:
• Ibstock Plc
• The Cheltenham Trust
(Chair of Trustees)
Board Appointment and Tenure
1
Appointed:
27 November 2014
Tenure: 8 years
Appointed:
27 November 2014
Tenure: 8 years
Appointed:
1 April 2018
Tenure: 4 years
Appointed:
18 September 2020
Tenure: 2 years
Appointed:
14 June 2022
Tenure: 0 years
OVERVIEW FINANCIAL STATEMENTS
67
GOVERNANCESTRATEGIC REPORT
Natalia Bikkenina Hans Pauli Nick Hartigan Eddie Pratt Hal Stebbins
Chief People Officer Director of Corporate
Development
General Counsel and
Company Secretary
Director of Business
Development
Director, Quality,
Supply Chain &
Customer Service
Background and
Experience
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.
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.
Background and
Experience
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.
Background and
Experience
Nick is responsible for
the legal affairs of the
Accsys Group and is also
the Company Secretary.
Nick has particular legal
and regulatory expertise
in corporate transactions,
capital raisings (equity and
debt), lender management
and complex litigation.
Nick qualified at a leading
UK international law firm.
He has gained extensive
experience working with
or for companies in the
oil and gas, construction,
building materials and
manufacturing sectors. Nick
joined Accsys in April 2022.
Background and
Experience
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
led the development and
negotiation of the recently
finalized Accoya USA joint
venture with Eastman
Chemical Company.
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.
Background and
Experience
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.
SENIOR LEADERSHIP TEAM
The Senior Leadership Team includes the two Executive
Directors and the following individuals:
Accsys Technologies PLC – Annual Report and Financial Statements 2022
68
John Alexander George Neel Francis Lenders Jason Jones
Group Sales Director Group Director
of Marketing and
Communications
Managing Director,
Accoya NL
Group HSE Director
Background and
Experience
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
andstrategy.
Background and
Experience
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.
George began his career
at L’Oréal on the Graduate
Management Scheme
having studied Modern
Languages at the University
of Bristol.
He subsequently worked at
the drinks company 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.
Background and
Experience
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
Elementisplc.
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.
Background and
Experience
Jason Jones joined Accsys
in November 2020 and
is responsible for driving
HSE across the business.
A mechanical engineer
by trade, Jason began his
career at the British Vita
business – Vitamol. In 1994,
he joined the British Vita
QHSE function as one of
its Group HSE Managers
to its global business. Jason
subsequently established
a HSE consultancy business
before eventually joining
Warburtons in 2011, as
Head of HSE.
In 2014, he became the
European HSE Director for
Ecobat Logistics, the worlds
largest lead smelter and
was responsible for HSE
improvements across
16 European operations.
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 FINANCIAL STATEMENTS
69
GOVERNANCESTRATEGIC REPORT
CHAIRMAN’S INTRODUCTION TO GOVERNANCE
Composition of the Board Diversity of the Board Non-Executive Director tenure
(including Chairman)
“ The Board is committed to
maintaining high standards of
corporate governance to help
Accsys make a lasting impact
in the world”
See our Compliance with the
QCA Corporate Governance
Code from page 75
Dear shareholder,
On the following pages we outline Accsys’
corporategovernance frameworks and compliance.
Female 22%
Male 78%
Non-Executive Chairman 1
Non-Executive Directors 6
Executive Directors 2
0–3 years 3
3–6 years 1
6–9 years
9+ years
2
1
Note: Infographic sets out position as at 30 June 2022
Accsys Technologies PLC – Annual Report and Financial Statements 2022
7070
I am pleased to introduce this report, which sets out
the activities of the Board during the year and our
governance arrangements. The Board is committed to
maintaining high standards of corporate governance to
help Accsys make a lasting impact on the world, deliver
its strategic goals and achieve long-term success for
the benefit of its stakeholders.
I set out below in further detail 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.
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
2022 there was one key change to the Company’s
corporategovernance and one key subsequent
change to the Board’scomposition.
On 17 September 2021, the Board constituted a
Health, Safety and Environment (HSE) Committee
in accordance with the articles of association of the
Company. The HSE Committee’s responsibilities include,
amongst other things, reviewing the Company’s HSE
strategy, key health and safety matters and ensuring
the Company has HSE policies, workplans and activities
which are appropriate in light of the Company’s
operationalactivities.
On 9 June 2022, the Company received notice of Nick
Meyer’s intention to step down from the Board with
effect from the end of the AGM due to be held later this
year. I would like to thank Nick deeply for his significant
contribution to Accsys over many years. Nick has helped
steer the strategy and delivery of the Company over
the last eleven years. His extensive knowledge of the
timber industry and his remarkable people skills have
been an invaluable asset to the Company for that time.
I would also like to thank Nick personally, for helping
my integration onto the Board.
On 14 June 2022, Louis Eperjesi joined the Board of
Directors. I am delighted that Louis has joined the
Accsys Board. Louis was most recently CEO of Tyman
Plc, a leading international supplier of engineered
components and access solutions to the construction
industry, between 2010 and 2019. Prior to Tyman Louis
held senior executive roles in a number of other leading
building material/component suppliers. As such, Louis
brings a strong background of manufacturing and
supply of building products in international markets,
together with commercial, strategy development,
M&A and change management experience. His depth
of experience in building products will be a great asset
to the Board and Accsys generally.
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
30 June 2022
OVERVIEW FINANCIAL STATEMENTS
71
GOVERNANCESTRATEGIC REPORT
CORPORATE GOVERNANCE
The Board of Directors
During FY 2022 the Board comprised a Non-Executive
Chairman, one Senior Independent Non-Executive
Director, four further Non-Executive Directors and
twoExecutive Directors. Following FY 2022 and as at the
date of this Anuual Report, one further Executive Director
has been appointed to the Board (Louis Eperjesi).
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, serving Directors attended (by either
video conference due to COVID-19 restrictions or
in person where possible and as further detailed on
page74) 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
andRemuneration Committee meetings which are
heldas 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 one-
third of the Board shall submit to re-election each year.
Day to day operating decisions are made by the
Executive Directors with support from the Senior
Leadership Team.
Audit Committee composition,
roleandreport for the year
The Audit Committee has primary responsibility
formonitoring 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, through consultation with
the Company’s external auditors, and proposing
remedial measures to the Board of Directors.
The Audit Committee considers the independence and
objectivityof the external auditors on an annual basis,
with particular regard to non-audit services.
The Audit Committee meets at least twice a year.
The Audit Committee is entitled to obtain, at Accsys’
expense, independent legal, accounting or other
professional advice on any matter it believes is
necessary to do so. Currently, the members of
the Audit Committee are Sean Christie (Chairman),
Stephen Odell, Trudy Schoolenberg, SueFarr,
Louis Eperjesi and Alexander Wessels.
Key matters addressed by the Committee during
theyear:
• 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
wasfair, balanced and understandable
– reviewed and discussed PwC’s reports to the
Committee
– reviewed the going concern basis of accounting
andthe 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
risksandagreeing the audit fees
– monitored the value of non-audit services
providedby 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
frompage 42
• Corporate governance
– reviewed changes in the field
ofcorporategovernance
Accsys Technologies PLC – Annual Report and Financial Statements 2022
72
Nomination Committee
Overview and duties
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 other matters affecting the Company from
time to time, and makes recommendations to the Board
with regard to any changes.
In exercising its role, the Directors 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, Louis Eperjesi
and Alexander Wessels.
The Terms of Reference for the Nomination Committee
are available on the Company’s website (see ‘Investors’;
‘Corporate Governance’).
Board and chairperson independence
The majority of the Board of Directors are independent
Non-Executive Directors who essentially have a
supervisory role, providing appropriate challenge,
strategic guidance and advice on certain areas.
Both the Chairperson, Stephen Odell, and the
Senior Independent Non-Executive Director, Trudy
Schoolenberg, are independent. Appointments to the
Board are controlled by the Nomination Committee.
The Nomination Committee’s Terms of Reference state
that a majority of Committee members should be
independent Non-Executive Directors.
Board appointments and diversity
The Terms of Reference require the Nomination
Committee to give full consideration to succession
planning for Directors and the Senior Leadership
Team in the course of its work, taking into account the
challenges and opportunities facing the Company, the
skills and expertise needed on the Board and Senior
Leadership Team in the future and the length of service
of the Board as a whole and the need for its membership
to be regularly refreshed.
The Nomination Committee is also required to oversee
the development of a diverse pipeline for succession,
having regard to diversity of gender, social and ethnic
backgrounds, cognitive and personal strengths.
Remuneration Committee
The role of the Committee is 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 also is to 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 Senior Leadership Team. Currently,
Alexander Wessels chairs (following a handover from
Sue Farr as chair in September 2021) the Remuneration
Committee and the other members are Stephen Odell,
Sean Christie, Trudy Schoolenberg, Louis Eperjesi and
Sue Farr.
HSE Committee
The HSE Committee was constituted in September
2021 and formulates, advises on, reviews and approves
the HSE strategy, ambition and corporate actions of
the Company. The Committee also, on behalf of the
Board, reviews and monitors HSE matters connected
to the Company’s activities and operations, endorses
HSE policies, procedures and ensures the Company
meetsorexceeds HSE legal obligations.
Currently, Trudy Schoolenberg chairs the HSE
Committee and the other members are Alexander
Wessels and Rob Harris.
OVERVIEW FINANCIAL STATEMENTS
73
GOVERNANCESTRATEGIC REPORT
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
linesof responsibility;
• the Company prepares a comprehensive annual
budget that is approved by the Board. Monthly
resultsare reported against the budget and
variancesare 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
tomanage 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 arisingout of the COVID-19 pandemic,
the Board usesthe Annual General Meeting to
communicate withinvestorsand welcomes their
participation. Again,subject to any restrictions
dueto therecentpandemic,the Chairman
aims toensurethattheDirectors are available
atAnnualGeneralMeetings to answer questions.
Directors’ attendance record
The attendance record of individual Directors at
meetings of the Board and its committees in the year
to 31 March 2022 was as follows. Whilst the Executive
Directors are not members of the standing committees
they attend such meetings by invitation.
CORPORATE GOVERNANCE continued
Director
Board
meetings*
Audit
Committee
Remuneration
Committee
Nomination
Committee
HSE
Committee
Attended Serving Attended Serving Attended Serving Attended Serving Attended Serving
Stephen Odell 20 22 3 3 5 5 8 8 0 0
Robert Harris 22 22 3 0 5 0 8 0 2 2
Sean Christie 21 22 3 0 5 5 8 8 0 0
Sue Farr 16 22 3 3 5 5 8 8 0 0
Montague John
‘Nick’Meyer** 18 22 3 0 5 0 7 0 0 0
William Rudge 22 22 3 0 4 0 4 0 0 0
Dr Geertrui ‘Trudy’
Schoolenberg 19 22 3 3 4 5 8 8 2 2
Alexander Wessels 19 22 3 3 4 5 6 8 2 2
* Although the total number of Board meetings is 22, 3 of the meetings were convened as Board Committee meetings.
** 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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
74
Set out below are the ten principles of the Code and a summary explanation of how the Company currently
complies with each key principle.
1. Establish a strategy and business model which promote long-term value for shareholders
Compliant Explanation Further Reading
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 its global manufacturing production
position and production capacity in Europe, USA and Malaysia and establish new platforms
in key markets in support of, and to enable, demand growth; iii) develop research and
development of product and process-related technologies and IP programmes to protect
and grow its leading market position; and iv) develop its people and organisational capability
to enable Accsys to meet its growth objectives;
Further information on our business model and strategy can be found at pages 16 to 20 and
our Strategic Report commences on page 6.
Our Statement of Compliance explains in further detail the Company’s key strengths which
inturn promote long-term value for shareholders.
See pages 16 to 20
for information on our
business model and
strategy.
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement.
See pages 6 to 65 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,
business model and performance are clearly understood. There is regular dialogue
with shareholders including webcast presentations after the Company’s preliminary
announcement of the year-end results and six monthly results, regular Regulatory
News Service announcements and trading updates.
Whilst it was not possible to do so 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.
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement.
THE QCA CORPORATE GOVERNANCE CODE
OVERVIEW FINANCIAL STATEMENTS
75
GOVERNANCESTRATEGIC REPORT
3. Take into account wider stakeholder and social responsibilities and their implications for
long-termsuccess
Compliant Explanation Further Reading
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. In addition, in 2022 the Group rolled out an employee wide survey to capture the views
and opinions of its employees in relation to diversity and inclusion. The results of this survey
are currently being reviewed and considered carefully by the Senior Leadership Team.
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. In addition to the
Sustainability Report, material issue matrix and ESG framework, the Company has expanded
data capture and improved management systems and processes to ensure the continued
improvement and accuracy of data and formalised it’s approach and good governance of
issues with the formation and commencement of an internal ESG committee and recruitment
of a dedicated ESG Manager. Furthermore, the Company has increased reporting scope and
transparency, including reporting to established global reporting frameworks GRI and SASB.
The Company is committed to continuing research and development concerning its products
and processes.
See pages 50 to 65 for
further information on
stakeholder and social
responsibilities.
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement,
Sustainability Report
and Modern Slavery
Statement.
4. Embed effective risk management, considering both opportunities and threats, throughout
theorganisation
Compliant Explanation Further Reading
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
principal risks facing the Company 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 42.
See page 42 for further
information on risk and
riskmanagement.
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement,
Sustainability Report,
Modern Slavery Statement
and Terms of Reference
AuditCommittee.
See the Audit Committee
Report at page 72.
See pages 6 to 65 for
our Strategic Report.
THE QCA CORPORATE GOVERNANCE CODE continued
Accsys Technologies PLC – Annual Report and Financial Statements 2022
76
5. Maintain the Board as a well-functioning, balanced team led by the Chair
Compliant Explanation Further Reading
The Board is comprised of a Non-Executive Chairman, six other Non-Executive Directors,
one of whom acts as Senior Independent Director, and two Executive Directors. All Non-
Executive Directors (including the Chairman) continue to be considered to be independent
(other than Nick Meyer by reason of him having served on the Board for more than nine
years) and are able to scrutinise matters and challenge the Executive Directors on an
unencumbered basis.
The Board has constituted four standing Committees, the Audit Committee, the Nomination
Committee, the Remuneration Committee and the HSE Committee, with ad hoc committees
constituted as required. Further information on the Board’s Committees is provided for on
pages 72 and 73.
In addition to regular scheduled Board meetings, 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
perannum.
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 70
to 74, including attendance at, and number of, Board meetings and Committee meetings.
See pages 70 to 74 for
further information on the
composition and role of
the Board.
See page 74 for further
information on attendance
at Board meetings.
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement,
Sustainability Report,
Modern Slavery Statement,
Terms of Reference Audit
Committee, Terms of
Reference Nomination
Committee, Terms of
Reference Remuneration
Committee and Terms of
Reference HSE Committee.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills
andcapabilities
Compliant Explanation Further Reading
The Board is satisfied that it has the appropriate skills and balance of sector, financial and
public markets skills and experience as well as an appropriate balance of personal qualities
and capabilities and where appropriate each Director keeps his/her skills 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 66 to 67.
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
9January 2018 (before the Committee was disaggregated into two separate Committees in
2019) and assisted the Board in the drafting of the Remuneration Policy that was approved
by the shareholders 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.
See page 66 to 67
for the biographies
of Board members.
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement.
OVERVIEW FINANCIAL STATEMENTS
77
GOVERNANCESTRATEGIC REPORT
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Compliant Explanation Further Reading
The Board undertakes an annual review process whereby each Director completes a ‘Board
and Director Review and Evaluation Paper’, ensuring that the Board regularly undertakes
a formal and rigorous evaluation of its own performance and that of its Committees and
individual Directors.
In addition, the performance of the Board, each Director and corporate governance
generally was evaluated in 2021, by an independent corporate governance consultant
to evaluate Board effectiveness, amongst other things. A subsequent internal review
was undertaken in 2022.
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 internal Board evaluation were discussed with
the Board at a meeting in April 2021 and any areas for development were reviewed ahead
ofdevelopment of an action plan for implementation.
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement.
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 ingenuity
to create high performance, sustainable wood building products, a focus on corporate
governance and social responsibility lies at the very core of its business. This is further
demonstrated in our Environmental, Social and Governance statements (available at www.
accsysplc.com ‘Investors’ page) and Sustainability Report.
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.
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement
and Sustainability Report.
THE QCA CORPORATE GOVERNANCE CODE continued
Accsys Technologies PLC – Annual Report and Financial Statements 2022
78
9. Maintain governance structures and processes that are fit for purpose and support good decision
making by the Board
Compliant Explanation Further Reading
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.
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 or in person
where possible. In addition to the scheduled meetings there is frequent discussion between
all the Directors in connection with the Company’s business including Audit, Nomination,
Remuneration Committee and HSE Committee meetings which are held as required, but as a
minimum twice per annum. Copies of the terms of reference for the Committees are available
on the Corporate Governance page of our website, www.accsysplc.com.
Day to day operating decisions are made by the Executive Directors with support from the
Senior Leadership Team.
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 September 2021 to reflect the Group’s evolution as a business
and to update it in line with best corporate governance practice, as applicable forAccsys.
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement,
Sustainability Report,
Modern Slavery Statement,
Terms of Reference Audit
Committee, Terms of
Reference Nomination
Committee and Terms of
Reference Remuneration
Committee.
See Section 172 Statement
from page 61.
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 the
Company’s preliminary announcement of the year-end results and six monthly results and bi-
annual webcasts. The Board uses the Annual General Meeting to 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 information,
including relating to shareholder meetings and the outcome of shareholder votes, can also
be found on the Company Website (Corporate Governance).
As noted above, the Board has constituted four standing Committees, the Audit Committee,
Nomination Committee, Remuneration Committee and HSE Committee, with ad hoc
Committees constituted as required.
The Audit Committee Report can be found at page 72 and Remuneration Report can be found
at page 73, each of which reviews the work of the respective committee during the year.
The Nomination Committee has also been engaged in the recent Board and Director internal
evaluation carried out in 2022, together with succession planning for the Board.
See www.accsysplc.com
(‘Investors’ page) for the
Company’s Corporate
Governance QCA
Compliance Statement
and News.
See the Audit Committee
Report at page 72.
See the Remuneration
Report at page 73.
OVERVIEW FINANCIAL STATEMENTS
79
GOVERNANCESTRATEGIC REPORT
“ Our Policy is aligned with our purpose-
led strategy, reflects best practice
and the remuneration structure and
mechanisms align Executive Director
interests with the next phase of our
ambitious growth journey and the
creation of long-term sustainable
valueall our stakeholders”
On behalf of the Board, I am pleased to present our
Remuneration Report for the year ended 31 March 2022.
I would like to extend my gratitude to my predecessor,
Sue Farr, for her dedicated contribution and service as
the previous Chair of the Committee.
We obtained shareholder approval for our Remuneration
Policy at last year’s AGM, with 99.92% of all votes
cast in favour. The Board continues to believe that
the Policy is aligned with our purpose-led strategy,
reflects best practice and the remuneration structure
and mechanisms align Executive Director interests
with the next phase of our ambitious growth journey
and the creation of long-term sustainable value for all
our stakeholders. Shareholders have shown a similarly
high level of support for our Directors’ Remuneration
Report for the year ended 31 March 2021, with 98.82%
of votes in favour. These high levels of support reflect
ourresponsible approach to executive pay.
For ease of reference, the policy table summarising the
remuneration policy is included on pages 84 to 86. The
full remuneration policy is available in the 2021 Annual
Report on the Company’s website. The Annual Report
on Remuneration (on pages 89 to 97) describes how
the Directors’ Remuneration Policy has been applied for
the period ended 31 March 2022, and how we intend to
implement the Directors’ Remuneration Policy for the
year ahead. This part of the report will be subject to
anadvisory vote at our AGM.
Remuneration in the context of our
businessperformance and outcomes
forourkey stakeholders
The 2022 financial year was another challenging year
globally as the COVID-19 pandemic continued to impact
our daily lives, presenting challenges to both our
employees and the ambitious projects that we have in
progress. During this time however, the health, safety
and wellbeing of our employees has been our number
one priority, together with the continued collaboration
and safe working practices of customers, suppliers,
contractors and other valued business partners.
A number of valued operational and functional
personnel have been hired into the business, together
with investment into learning and development of our
existing workforce. This has required us to further
evolve our Accsys employee proposition to enable
us to attract and retain the best talent in a dynamic
employment market.
Group underlying EBITDA of €10.4m remained relatively
flat, primarily reflecting that the Arnhem plant remained
at capacity levels with an increase in gross profit driven
by higher prices offset by higher other operating costs.
Other operating costs increased year-on-year as a
result of investment in Group organisational capabilities
and people with increased headcount to support our
future growth. EBITDA was lower than anticipated at
the start of the year as a result of unplanned downtime
associated with the Accoya plant in Arnhem and delays
to the completion of the Hull plant following the
termination of the EPC contract in June 2021.
REMUNERATION REPORT
Accsys Technologies PLC – Annual Report and Financial Statements 2022
80
In addition to the focus and investment on expanding
our global production capabilities, we have in parallel
worked to advance our ESG and sustainability roadmap.
We recognise the important role we play in the
decarbonisation of the building materials sector as
well as the societal force for good our products can
have. We have successfully worked towards integrating
ESG into our strategic framework, underpinned by our
corporate values and purpose.
Incentive outcomes for the year
ended31March 2022
The annual bonus for the year was based on a
combination of stretching performance targets linked
to EBITDA, progression of the Hull plant, supply chain
optimisation, progression of the Accoya® USA plant,
additional growth options and the development of
our ESG agenda.
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
financial and strategic and personal performance,
the bonus outcomes were 32.5% and 36.875% of the
maximum (125% of salary), equivalent to 40.625%
and 46.094% of base salary, for the CEO and Finance
Director respectively. Further detail on the individual
outcomes and performance against the targets is
set out on page 92 of this report. In line with the
Remuneration Policy, 20% of the bonus earned will
be issued in deferred shares to be held for at least
two years, strengthening alignment of executive
andshareholder interests.
The LTIP awards granted in 2019 are due to vest in
June 2022. These awards are based on EBITDA per
share in FY21 (60% weighting) and Sales Volume
(40% weighting), measured for three years. Because
the EBITDA threshold and Sales Volume threshold
were not achieved the overall vesting was nil.
The Committee considers the incentive outcomes to
be reflective of the overall performance of the Group
during the relevant period and no discretion was
exercised in respect of the outcomes.
LTIP awards – grant 2021
The 2021 LTIP awards were granted to the CEO,
Finance Director and other participants on 23 June 2021.
The LTIP awards are nil priced options over ordinary
shares of €0.05 each in the Company. In line with the
Remuneration Policy approved at the 2021 AGM, the
CEO and Finance Director were granted awards of
215,178 and 100,851 shares respectively (equivalent to
125% and 100% of salary). As reported last year these
awards are subject to stretching performance targets
based on EBITDA (60%), Sales Volume (30%) and ESG
(10%). Further details are set out on page 93.
Board changes
Louis Eperjesi was appointed a Non-Executive Director
on 14 June 2022. The details of Louis’ remuneration are
set out on page 90.
Remuneration – at a glance
Accsys believes in the following core pay principles
which underpin our pay policies:
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.
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.
OVERVIEW FINANCIAL STATEMENTS
81
GOVERNANCESTRATEGIC REPORT
We operate a simple and transparent overall structure. The key components and features of our framework
are summarised in the table below.
Salary • Salaries are normally reviewed 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.
• As disclosed last year, 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.
• For FY23:
– the salary increase for the CEO will be 7% to £317,790. This is consistent with our stated intention to increase
the CEO salary to c.£360k phased over the three-year life of the policy.
– the salary increase for the Finance Director will be 2% to £177,480.
Salary increases for the CEO and Finance Director will be effective 1 July 2022. Following the successful fundraising
in May 2022, the Committee determined that these increases would be deferred until October 2022 and backdated
to 1st July 2022.
Benefits
andpension
• Benefits consist of private medical insurance and life insurance.
• Pension allowance of 8% of salary, aligned with other employees in the business in the UK.
Annual bonus • Maximum annual bonus opportunity of 125% of base salary.
• Target opportunity of 62.5% of salary.
• Based on a mix of financial, strategic and operational objectives, with stretching targets.
• 20% deferral into fixed number of shares for two years, strengthening alignment of executive and shareholder
interests. No leaver provisions.
• Malus and clawback provisions apply.
Long-term
incentive plan
• In line with the Policy, it is currently intended that the 2022 LTIP grants will be a fixed number of shares, delivering
alignment with shareholders over the life of the Policy. It is intended that the maximum number of nil priced options
to be granted to the CEO and Finance Director in FY23 is 215,178 and 100,851 shares respectively (in line with the
maximum number of LTIP options granted in FY22).
• The number of shares that vest will be subject to performance measured over a period of three years.
• Given the recent timing of the equity capital raise in May 2022 and the importance of completing the Arnhem
expansion and Hull plant construction projects over the next months, the Committee has decided that the
performance targets for LTIPs to be awarded this calendar year 2022 should be set following a further review of
the Group’s strategy which is to be carried out in Autumn 2022. Awards are expected to be subject to appropriately
stretching performance metrics.
• Vested awards are subject to an additional two-year holding period, aligned with best practice for UK-listed and
Dutch companies and in excess of typical practice for AIM-listed companies.
• Malus and clawback provisions apply.
Shareholding
guidelines
Executive Directors are expected to build up and retain a shareholding of at least 250% of salary for CEO and 225%
of salary for Finance Director.
REMUNERATION REPORT continued
Accsys Technologies PLC – Annual Report and Financial Statements 2022
82
Our Policy retains the flexibility to offer incentive award
opportunities above those set out above if appropriate
in the circumstances. It retains the discretions for the
Committee to provide a maximum bonus opportunity
up to the formal cap of 200% of salary in respect of a
particular financial year or to make annual LTIP awards
ofup to 300% of salary.
Looking ahead – key focus areas
fortheCommittee for 2023
Whilst Accsys staff numbers have increased during
the 2022 financial year to support the Group’s growth
agenda, we have faced challenges in the availability
of talent. We will continue to review our approach to
remuneration to ensure that it continues to support
our strategic priorities. The Committee is mindful of
the need to attract and retain high-calibre individuals
in an increasingly competitive market and to remunerate
executives fairly and responsibly. In light of the above
we have adopted an agile salary policy to reflect
external/ internal demands for talent. We will be
reviewing our approach to long term incentives for
staff below the Board to ensure our incentives provide
an appropriate retention and motivational incentive.
As noted previously due to the volatile macroeconomic
environment and strategic review to be undertaken
later in the year, the Committee is reviewing the 2022
LTIP measures and targets. The 2022 LTIP for the
Executive Directors will be subject to appropriately
stretching performance metrics that will be set
following strategic review in September 2022.
2022 AGM
The Remuneration Committee remains committed
tooperating 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
Alexander Wessels
Chair of the Remuneration Committee
30 June 2022
OVERVIEW FINANCIAL STATEMENTS
83
GOVERNANCESTRATEGIC REPORT
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 fall 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
Our remuneration policy was approved by shareholders
at our AGM on 17 September 2021, supported by over
99% of the votes cast. We have set out below the policy
table. Our full remuneration policy is set out in the 2021
Annual Report available in the Investors section of the
Company’s website at www.accsysplc.com.
Element Purpose and operation Maximum Performance measures
Base salary An appropriate level of fixed
remuneration to reflect the individual’s
skills and experience.
Salaries are normally reviewed
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.
There is no prescribed
maximum.
Any percentage increase to
salaries would normally be in line
with those awarded to the wider
workforce. Larger increases may
be awarded in circumstances
considered appropriate by the
Committee, such as an increase
in the size of the business or
the responsibilities of the role,
or changes in the competitive
marketplace.
N/A
Benefits To provide a market competitive
benefits package.
Benefits may comprise a car allowance,
private medical 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 –
relocationcosts).
There is no prescribed
maximum.
The level of benefits is set at
an appropriate market rate.
N/A
Pension Contributions to the Company’s
pension scheme, or an equivalent
cashsupplement, is provided.
The maximum level of
pension contribution (or cash
allowance in lieu) for Executive
Directors will be aligned with
the contribution level for
the wider workforce in the
relevantcountry.
Current contributions
are 8% of salary for the
ExecutiveDirectors.
N/A
REMUNERATION REPORT continued
Accsys Technologies PLC – Annual Report and Financial Statements 2022
84
Element Purpose and operation Maximum Performance measures
Annual
Incentives
Plan
To drive and reward the delivery of
business objectives for the financial year.
The bonus is discretionary and any pay-out
is determined by the Committee based on
performance. Targets are set and assessed
by the Committee eachyear.
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, in shares.
The current maximum annual
opportunity for all Executive
Directors is 125% of salary.
The Committee retains
discretion to provide a maximum
opportunity of up to 200% of
salary in respect of a particular
financial year.
Awards will normally be based on
a combination of financial and non-
financial goals measured over one
financial year, with at least 50% of the
maximum annual opportunity normally
assessed against financial metrics.
The Committee retains discretion
to adjust performance measures
and targets during the year to
take accountof events outside of
management control which were
unforeseen when the measures
and targets were initially set.
Long-term
incentive plan
(LTIP)
To reward Executive Directors for the
delivery of long-term performance and
align their interests with shareholders.
Awards are made under, and subject to
the terms of, the 2013 LTIP approved
by shareholders at the 2013 AGM.
Awards may be in the form of nil or
nominal cost options, or any other
formallowed 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 the three-year
performance period.
Clawback and dividend equivalent
provisions apply (see notes to
thetable).
For awards made in FY22 onwards,
the award will be a fixed number of
shares. In FY22 this fixed number
of shares was equivalent to 125%
of salary for the CEO and 100%
of salary for the Finance Director.
In future years for which this
policy applies it is intended that
Executive Directors will each be
awarded the same fixed number
of shares as in FY22.
The fixed number of shares
awarded will be restricted so that
it does not exceed the overall
maximum LTIP award opportunity.
The Committee retains
discretion to make annual
awards of up to 300% of salary.
Performance targets are measured over
a period of at least three financial years,
using performance measures aligned
to the delivery of the strategy and
long-term shareholder value.
25% of awards vests for attaining
threshold level of performance.
The Committee retains discretion to
use different or additional performance
measures or weightings to ensure that
awards remain appropriately aligned to
the business strategy and objectives.
Non-financial performance measures
will normally be subject to a financial
underpin.
The Committee will consider the Group’s
overall performance before determining
the final vesting level.
Shareholding
guidelines
To increase long-term alignment
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.
N/A N/A
OVERVIEW FINANCIAL STATEMENTS
85
GOVERNANCESTRATEGIC REPORT
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 may
be 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, strategic and ESG objectives. For
the LTIP, the measures and targets for the FY23 award
will be determined in September 2022 following the
next review of the Group’s strategy. The Committee’s
intention is that the LTIP measures should 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. Suchdiscretion will only be used where the
Committee believes thatperformance against the
prescribed targets does not accurately reflect the
Company’s underlyingperformance.
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 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.
REMUNERATION REPORT continued
Accsys Technologies PLC – Annual Report and Financial Statements 2022
86
Directors’ service contracts
The notice periods under the service contracts of the
current Executive Directors are summarised in the
following table:
Name
Notice period
from individual
(months)
Notice period
from Company
(months)
Robert Harris 6 6
William Rudge 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 the CEO and Finance Director, 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.
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.
Policy Table for Non-Executive Directors (NEDs)
Element Purpose and operation Maximum Performance measures
Chairman
andNEDs
Fees for the Chairman and for the
NEDs are set by the Board (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 and may include
additional fees for other Board or
Committee duties. Supplementary fees
may be paid for other responsibilities
or time 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
(andany associated tax liabilities)
incurred when travelling in
performance of duties.
There is no prescribed maximum
annual increase or fee level.
Fee levels are reviewed on a
periodic basis, with reference
to the time commitment of
the role and market levels in
companies of comparable size
and complexity.
N/A
OVERVIEW FINANCIAL STATEMENTS
87
GOVERNANCESTRATEGIC REPORT
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 threeyears, terminated by three months’
notice on either side.
Name
Unexpired term
(months)
Nick Meyer
1
6
Stephen Odell 12
Sean Christie 17
Sue Farr 17
Trudy Schoolenberg 21
Alexander Wessels 14
Louis Eperjesi
2
36
Notes:
1 Nick Meyer has completed his full term (being nine years plus
an extension of two years) and has notified the Board of his
intention to step down from the Board with effect from the
endof the AGM due to be held later this year.
2 Louis Eperjesi was appointed on 14 June 2022.
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, and
major benefits including by reference to benchmarking
data provided by third parties. The Committee did
not consult directly with employees in preparing the
Directors’ Remuneration Policy, but feedback on reward
policies and /or remuneration is gathered directly
or indirectly through employees surveys is gathered
via employee surveys and Remuneration Committee
discussions about employee value proposition.
Consideration of shareholder views
The Committee consulted with major shareholders in
respect of the development of this Remuneration Policy
in 2021. We thank shareholders for their time and input
into this process. 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, along
with any additional feedback received through other
engagement. 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 2023
A summary of how the Directors’ Remuneration Policy
will be applied during the 2023 financial year is set
outbelow.
REMUNERATION REPORT continued
Accsys Technologies PLC – Annual Report and Financial Statements 2022
88
Base salary
Base salaries effective for FY23 for the Executive Directors are set out below:
Name FY23 FY22
%
increase
Robert Harris £317,790 £297,000 7%
William Rudge £177,480 £174,000 2%
As set out on page 82, following a review of market positioning against companies of similar size and complexity
in the UK market where we primarily recruit for executive talent which was carried out last year, we found that base
salaries had fallen significantly behind the market. The 7% increase for FY23 set out above is consistent with our
stated intention to increase the CEO salary to c.£360k phased over the three-year life of the policy, subject to the
continued performance of Accsys.
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 2023, 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
basedon the delivery of stretching financial, operational and personal objectives with the weightings for
thevariouscomponents as follows:
Weighting (% of bonus)
Name CEO Finance Director
Group EBITDA 45% 33.75%
Cash management 15% 11.25%
Progression with the Hull plant 15% 11.25%
Raw materials supply 10% 7.5%
ESG Agenda development 5% 3.75%
Progression with Accoya USA JV plant construction 10% 7.5%
Sub-total 100% 75%
Personal objectives — 25%
Total 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.
OVERVIEW FINANCIAL STATEMENTS
89
GOVERNANCESTRATEGIC REPORT
Long-term incentives
For FY23 the CEO and Finance Director will be granted awards of options of 215,178 and 100,851 shares respectively
(in line with the maximum number of share options granted in FY22).
The 2022 LTIP awards are expected to be subject to stretching performance metrics. As set out above, given
the recent equity capital raise and current focus on completion of the 4th reactor expansion and Hull plant
construction, the Committee has decided that the performance targets for LTIPs to be awarded this calendar year
2022 should be set following a further review of the Group’s strategy which is to be carried out in Autumn 2022.
Awards are expected to be subject to appropriately stretching performance metrics.
Non-Executive Directors
The fees for the Non-Executive Directors (NED) are shown in the table below.
Metric
Year ending
March 2023
Year ended
March 2022
Chairman fee £97,000 £90,000
Base NED fee £45,000 £41,820
Additional fees:
Non-UK Resident Non-Executive Director Fee £4,000 £4,000
Senior Independent Director £5,400 £5,228
Committee chairmanship per Committee £5,400 £5,228
With effect from 17 September 2021, Non-UK resident Non-Executive Directors‘ fees are supplemented by an
additional fee of£4,000 p.a. to take account of the additional time commitment required by non-UK resident
AccsysNon-Executive Directors (including but not limited to travelling to Board meetings).
As disclosed last year, as NED fees have not increased since FY20 we conducted a review of fees for FY23.
Theproposed increases recognise:
• The wider workforce received 2.9% in FY21 and 2.4% increase in FY22 and further wider workforce increase
ofcirca. 3-4% is proposed across the Accsys Group which will include inflationary, merit increase, promotional
andmarket adjustments. Where applicable, higher individual market adjustment increases have taken effect to
reflect relative market position of selected roles.
• The increase in size and complexity of the Company and time commitment and contribution from the whole
Boardrequired to deliver the Company’s growth ambitions.
• Our dual AIM and Euronext listing compared to a typical AIM listed company.
REMUNERATION REPORT continued
Accsys Technologies PLC – Annual Report and Financial Statements 2022
90
Remuneration received by Directors in the year ended 31 March 2022 (audited)
Directors’ remuneration for the 2022 financial year (and for the prior 2021 financial year) is shown in the
followingtables:
Currency
Salary/
Fees
Benefits
in Kind
2
Pension
4
Total Fixed
Remuneration
Annual
Bonus
LTIPs
Vested/
Expected
to Vest
3
Total
Variable
Remuneration
2022
Total
Remuneration
2022
Total
Remuneration
EUR
Executive Directors
Robert Harris £ 295 3 23 321 121 – 121 442 519
William Rudge £ 173 2 14 189 80 – 80 269 317
Non-Executive Directors
Sean Christie £ 47 – – 47 – – – 47 55
Sue Farr £ 44 – – 44 – – – 44 52
Montague John
‘Nick’Meyer £ 42 – – 42 – – – 42 49
Trudy
Schoolenberg £ 49 – – 49 – – – 49 58
Stephen Odell £ 90 – – 90 – – – 90 106
Alexander Wessels £ 47 – – 47 – – – 47 55
Currency
Salary/
Fees
1
Benefits
in Kind
2
Pension
4
Total Fixed
Remuneration
Annual
Bonus
LTIPs
Vested/
Expected
to Vest
3
Total Variable
Remuneration
2021
Total
Remuneration
2021
Total
Remuneration
EUR
Executive Directors
Robert Harris £ 271 2 23 296 212 – 212 508 579
William Rudge £ 159 2 14 175 114 52 166 341 390
Non-Executive Directors
Sean Christie £ 44 – – 44 – – – 44 49
Sue Farr £ 44 – – 44 – – – 44 49
Montague John
‘Nick’Meyer £ 39 – – 39 – – – 39 44
Trudy
Schoolenberg £ 44 – – 44 – – – 44 49
Stephen Odell
5
£ 59 – – 59 – – – 59 67
Alexander Wessels
6
£ 22 – – 22 – – – 22 25
Figures are shown in thousands. Figures are shown in the currency in which the majority of remuneration
is received. The final column converts remuneration into the Company’s reporting currency using the
monthly exchange rate when the costs are incurred.
1 Salaries for the Directors were reduced by 20% for four months during the initial COVID period, during FY21.
2 Taxable benefits for the Executive Directors in the year included private medical insurance and life insurance.
3 For 2021, the actual value of the 2018 LTIP award which vested in June 2021 is shown and is based on the actual
share price on the date ofvesting. For 2022, none of the 2019 LTIP award vested.
4 Robert Harris received cash in lieu of pension.
5 Stephen Odell was appointed to the Board on 23 June 2020 and to Chairman on 18 September 2020; his remuneration
in the prior year table above reflects his time in service during the prior year.
6 Alexander Wessels was appointed to the Board on 18 September 2020.
OVERVIEW FINANCIAL STATEMENTS
91
GOVERNANCESTRATEGIC REPORT
Annual bonus for the year ended 31 March 2022 (audited)
For the year ended 31 March 2022, the maximum annual bonus opportunity was 125% 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:
CEO
(% of bonus)
FD
(% of bonus)
Maximum Outcome Maximum Outcome
Group Objectives:
Group EBITDA (including Tricoya®)
Progression with Hull plant
Acetyls supply
ESG agenda
Strategic progress
50%
25%
10%
5%
10%
7.5%
0%
10%
5%
10%
37.5%
18.75%
7.5%
3.75%
7.5%
5.625%
0%
7.5%
3.75%
7.5%
Sub-total – Group Objectives:
Personal Objectives:
100%
–
32.5%
–
75%
25%
24.375%
12.5%
Final bonus outcome (% of maximum) 32.5% 36.875%
The detailed performance targets remain commercially sensitive and cannot be disclosed at this time.
Overall, and taking into account the personal performance element for the CFO, the bonus outcomes were 32.5%
and 36.875% of the maximum (125%) for the CEO and Finance Director respectively. The Committee believes this
outcome is an appropriate reflection of performance against objectives in the year.
LTIP vesting in respect of performance to the year ended 31 March 2022 (audited)
The 2019 LTIP awards (see table below) are expected to vest in June 2022 by reference to EBITDA (60% weighting)
and Sales Volume (40% weighting) performance over a three-year period.
Weighting
(% of award) Threshold Maximum
Actual
performance
Vesting
(% maximum)
Total vesting (% of maximum) 25% 100% 0%
EBITDA per share in FY22 60% €0.10 €0.22 €0.08 per share 0%
Sales Volume in FY22 40% 82,000m
3
100,000m
3
59,649m
3
0%
• Vesting is on a straight-line basis between points in the schedule. There is no vesting for performance below
thethreshold.
• 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.
REMUNERATION REPORT continued
Accsys Technologies PLC – Annual Report and Financial Statements 2022
92
The 2019 LTIP award was granted on 25 June 2019 to the Finance Director and on 2 December 2019 to the CEO.
Both elements of the plan (EBITDA per share, and Sales Volume) in FY22 resulted in nil payout. The Committee
did not exercise discretion in respect of this award.
Scheme interests awarded during the year (audited)
In line with the Policy, 2021 awards were made to the Executive Directors on 23 June 2021, as set out below.
Type of Award
Basis of award
granted
Face value of
award €000s
1
% of maximum
vesting for
threshold
performance Performance period
Robert Harris
Nil cost options
125% of salary 370 25% Three years to
31 March 2024
William Rudge 100% of salary 173 25% Three years to
31 March 2024
1 Face value determined using share price determined at grant of €1.72 per share, being the issue price of the Company’s equity issuance
in June2021.
The performance targets for these awards are as follows:
Weighting
(% of award) Threshold Maximum
Vesting (% of maximum) 25% 100%
EBITDA per share in FY24 60% €0.15 €0.24
Culmulative Sales Volume (FY22–FY24) 30% 267,000m
3
297,000m
3
ESG – Improvement in reporting ratings 10% 33% on attaining each of the three-year milestones:
Y1 – Attain investor ESG external rating/score
Y2 – Improve/maintain ESG external rating/score
Y3 – Improve/maintain ESG external rating/score
• 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.
Payments to past Directors (audited)
There were no payments to past Directors during the year.
Payments for loss of office (audited)
There were no payments for loss of office during the year.
OVERVIEW FINANCIAL STATEMENTS
93
GOVERNANCESTRATEGIC REPORT
Statement of Directors’ shareholdings and share interests (audited)
Shares beneficially held
1
as at 31 March 2022
Vested but
unexercised LTIPs
Unvested
LTIP awards
2
Robert Harris 44,444 – 524,511
William Rudge 268,557 128,643 236,851
Sean Christie 83,369 – –
Sue Farr 35,000 – –
Montague John ‘Nick’ Meyer 74,189 – –
Stephen Odell – – –
Trudy Schoolenberg 44,444 – –
Alexander Wessels – – –
Louis Eperjesi – – –
1 Includes shares held by connected persons.
2 Includes 0% of the 2019 LTIP expected to vest between June and December 2022 as disclosed above.
There has been no change in the beneficial holdings of the Directors between the year end and the date of this
report, except that Robert Harris subscribed for 65,041 shares, Stephen Odell subscribed for 40,650 shares
and Montague John “Nick” Meyer for 81,300 shares as part of the capital raise which the Company completed
on 25May2022.
The unvested LTIP awards consist of 2019, 2020 and 2021 LTIP awards. The performance conditions for the 2019 and
2021 awards are summarised in the sections above. The performance conditions for the 2020 award are summarised
in the table below.
2020 LTIP
Weighting
(% of award) Threshold Stretch Maximum
Vesting (% of maximum) 25% 70% 100%
EBITDA per share in FY23 60% €0.14 €0.19 €0.24
Total Sales Volume 40% 90,000m
3
105,000m
3
112,720m
3
• 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.
REMUNERATION REPORT continued
Accsys Technologies PLC – Annual Report and Financial Statements 2022
94
Relative importance of spend on pay
During the year ended 31 March 2022, the total pay for all Group employees increased by 18% to €17,007,000
(2021: €14,394,000). There were no dividends or share buybacks in either year.
FY 22 FY 21
Difference as
a percentage
vs FY21 FY20
Difference as
a percentage
vs FY20
Remuneration for all employees €17,007,000 €14,394,000 18% €12,249,000 39%
€14,394,000 €12,249,000 18%
Annual percentage change in remuneration of Directors and employees
The following table has been prepared in accordance with the UK reporting regulations.
Name
Chief Executive
remuneration
2
Finance Director
remuneration
Non-Executive
Chairman
Average Non-Executive
Director remuneration
Average of all
employees of UK PLC
Salary/
fees
1
FY20
to FY21
(7%) 3% 0% (5%) (1%)
FY21
to FY22
9% 9% 0% 7% (13%)
Benefits FY20
to FY21
0% 8% N/A N/A 10%
FY21
to FY22
2% 3% N/A N/A (14%)
Bonus FY20
to FY21
5% 57% N/A N/A 14%
FY21
to FY22
(43%) (30%) N/A N/A (63%)
1 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
was repaid, therefore the repayment has been included in the table above.
2 Robert Harris (Chief Executive) was appointed to the Board on 20 November 2019. In the above table, the annual change from FY20 to
FY21 forhis salary, benefits and bonus have used annualised FY20 salary, benefits, and bonus awarded amounts to provide an effective
year-on-yearcomparison.
3 Stephen Odell was appointed Chairman on 18 September 2020. In the above table, the annual change in FY20 to FY21 is based on his
annualised FY20 fees an effective year on year comparison.
4 Average Non-Executive Director remuneration comparison includes adjustment for annualised salary for Alexander Wessels, who was
appointed to the Board on 18 September 2020.
5 The 13% decrease in average UK PLC employee salary is attributed to the further employee growth of blue collar employees, with lower
salarylevels.
OVERVIEW FINANCIAL STATEMENTS
95
GOVERNANCESTRATEGIC REPORT
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
other companies with similar characteristics to the Company.
Since joining in late 2019, the CEO’s total remuneration together with the proportion attributable to bonus or
vested incentives is as set out in the table below:
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
2022
(R.Harris)
€’000
Total remuneration 627 676 783 613 1,632 502 809 477 216 579 519
% Bonus of Total 46% 51% 54% 36% 18% 32% 26% 16% 38% 43% 27%
% Bonus of Cap N/A N/A 68% 33% 48% 28% 36% 17% 33% 41% 21%
% vested LTIPs
of maximum
N/A N/A N/A N/A 58% N/A 50% 45% N/A N/A N/A
As no formal cap or maximum bonus existed before 2015, no figure has been disclosed setting out this percentage.
REMUNERATION REPORT continued
250
200
150
100
50
0
2012 2022202120202019201820172016201520142013
Accsys TSR index FTSE AIM All Share index
Accsys Technologies PLC – Annual Report and Financial Statements 2022
96
Consideration of matters relating to Directors’ remuneration
The Remuneration Committee consisted of Alexander Wessels (Committee Chairman), Stephen Odell, Trudy
Schoolenberg, and Sean Christie. All members of the Remuneration Committee (including the Chairman on
appointment) are considered to be independent.
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 2022 were
£16,650 (plus VAT).
Statement of voting at general meeting
The AGM held on 17 September 2021 included an ordinary resolution in respect of the approval of the Directors’
Remuneration Report (excluding the Remuneration Policy) for the year ended 31 March 2021. 109,668,788
(98.82%) votes were cast for the resolution, 1,304,803 against and 54,662 withheld.
At the AGM held on 17 September 2021, an ordinary resolution was passed in respect of the approval of the
Directors’ Remuneration Policy for the year ended 31 March 2021. 100,572,490 (99.92%) votes were cast for
the resolution, 81,332 against and 10,374,431 withheld.
OVERVIEW FINANCIAL STATEMENTS
97
GOVERNANCESTRATEGIC REPORT
The Directors present their report together with the audited consolidated financial statements for the year ended
31 March 2022.
Results and dividends
The consolidated statement of comprehensive income for the year is set out on page 117, and shows the profit for
theyear.
The Directors do not recommend the proposal of a final dividend in respect of the current year, consistent with
theprior year.
Principal activities and review of the business
Chief Executive’s Report on page 26. Accsys Technologies PLC is a public limited company, which has securities
admitted to trading on London Stock Exchange AIM and admitted to trading on Euronext Amsterdam, and
incorporated and domiciled in the UK
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 32
ofthe financial statements.
Share issues
In May 2021, 20,005,325 Placing Shares and 2,418,918 Open Offer Shares were issued as part of the capital raise to
fund the Company’s investment in expanding its Accoya® business into North America through the construction
of a new Accoya® plant in the USA through its joint venture, Accoya USA LLC, with Eastman Chemical Company
(see note 28), as well as to provide additional capital to support the Company’s continued growth. The Shares were
issued at a price of €1.65 (£1.40) per ordinary share, raising gross proceeds of €36.7 million (before expenses).
Between June and September 2021, a total of 629,460 shares were issued following the exercise of nil cost options,
granted under the Company’s 2013 Long Term Incentive Plan (‘LTIP’).
In February 2022, following the subscription by employees in the prior year for shares under the Employee Share
Participation Plan (the ‘Plan’), 189,931 shares were issued as “Matching Shares” at nominal value under the Plan.
In addition, various employees newly subscribed under the Plan for 193,424 Shares at an acquisition price of €2.015
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).
DIRECTORS’ REPORT
for the year ended 31 March 2022
Accsys Technologies PLC – Annual Report and Financial Statements 2022
98
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
manageand 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
StrategicReport.
Greenhouse gas (GHG) emissions
Greenhouse gas emissions data for the period 1 April 2021 to 31 March 2022 can be found in the Sustainability
report on page 60 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
SustainabilityReport.
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
William Rudge
Geertrui ‘Trudy’ Schoolenberg
Alexander Wessels
Louis Eperjesi became a Director on 14 June 2022.
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 promotes diversity and inclusion with respect to recruitment and selection, through to 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 53.
Health and safety
Health and safety is a priority at all levels of the Group, in particular taking into account the chemical
industryinwhichAccsysoperates. Group companies have a responsibility to ensure that all reasonable
precautionsaretakento provide and maintain working conditions for employees and visitors alike,
whicharesafe,healthy and in compliance with statutory requirements and appropriate codes of practice.
OVERVIEW FINANCIAL STATEMENTS
99
GOVERNANCESTRATEGIC REPORT
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. The Group HSE
Director has oversight over Health and Safety for the Group and in addition dedicated health and safety personnel
are retained at the Group’s manufacturing facilities.
In September 2021 the Board of Directors constituted a HSE Committee to, amongst other things, review health,
safety and environmental strategy, matters arising from the Company’s activities and operations and endorse HSE
policies, workplans and activities.
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 2022:
Teslin Capital Management 16.2%
De Engh B.V. 10.3%
BGF 7.1%
Decico BV 5.4%
VP Participaties B.V. 5.0%
Janus Henderson Investors 4.9%
London & Amsterdam Trust Company Limited 4.7%
ABN AMRO Private Banking 3.8%
Saxo Bank 3.3%
Fidelity International 3.2%
There are no restrictions in respect of voting rights.
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
72 of these financial statements. The Corporate Governance Report forms part of this Directors’ report and is
incorporated into it by cross-reference.
Registered office
The Company’s registered office is Brettenham House, 19 Lancaster Place, London, WC2E 7EN .
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
ofany 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
Act2006.
DIRECTORS’ REPORT continued
for the year ended 31 March 2022
Accsys Technologies PLC – Annual Report and Financial Statements 2022
100
Independent auditors
PricewaterhouseCoopers LLP (PwC) has been the external auditor of the Company since April 2010. The year
ended 31 March 2022 was therefore the twelfth 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 deferred this tender for up to
two years and will undertake such tender within the coming financial year. 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.
Nick Hartigan
Company Secretary
30 June 2022
OVERVIEW FINANCIAL STATEMENTS
101
GOVERNANCESTRATEGIC REPORT
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 UK-adopted international accounting
standards 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 financial statements are also prepared in accordance with international financial
reporting standards adopted pursuant to Regulation (EC) No 1606/2002, as it applies in the European Union and
the Dutch Financial Markets Supervision Act.
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 the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted international accounting standards 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 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 also 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 responsible for the maintenance and integrity of the Company’s website. Legislation in the
UnitedKingdom governing the preparation and dissemination of financial statements may differ from legislation
in other jurisdictions.
The Directors are responsible for presenting the consolidated financial statements in compliance with the
requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”).
Directors’ confirmations
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 position and
performance, business model and strategy.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
in respect of the financial statements
Accsys Technologies PLC – Annual Report and Financial Statements 2022
102
Each of the Directors, whose names and functions are listed in the Directors’ Report 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 profit of the parent Company;
• the Group financial statements, which have been prepared in accordance with UK-adopted 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 profit 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
ofanyrelevant audit information and to establish that the Group and parent Company’s auditors are aware
of that information.
OVERVIEW FINANCIAL STATEMENTS
103
GOVERNANCESTRATEGIC REPORT
Accsys Technologies PLC – Annual Report and Financial Statements 2022
104
to the members of Accsys Technologies PLC
INDEPENDENT AUDITORS’ REPORT
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 2022 and of the group’s profit and the group’s cash flows for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
• 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
and the Dutch Financial Markets Supervision Act.
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 Statement of Financial
Position as at 31 March 2022; 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.
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 UK-adopted international
accounting standards, 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
EuropeanUnion.
OVERVIEW STRATEGIC REPORT
105105
GOVERNANCE FINANCIAL STATEMENTS
105
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”), International
Standards on Auditing issued by the International Auditing and Assurance Standards Board (“ISAs”) and applicable
law. Our responsibilities under ISAs (UK) and ISAs 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 other listed
entities of public interest, and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), 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 either the FRC’s Ethical
Standard or Article 5(1) of Regulation (EU) No 537/2014 were not provided.
We have provided no non-audit services to the company in the period under audit.
Our audit approach
Overview
Audit scope
• We performed full scope audits over three reporting units, audit work over material financial statement line
items for four reporting units including the joint venture entity in North America and the new subsidiary formed
in the 2022 financial year and audit procedures over revenue in respect of the subsidiary business in North
America, which cumulatively accounted for approximately 100% (2021: 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. The audit in respect of the North America subsidiary
business was carried out by the group team in the United Kingdom.
Key audit matters
• Going concern (group and company)
• Impairment of non-current assets (group)
• Cost capitalisation of Property, Plant and Equipment (group)
Materiality
• Overall group materiality: 1,100,000 EUR (2021: 900,000 EUR) based on 1% of total revenue.
• Overall company materiality: 950,000 EUR (2021: 800,000 EUR) based on 1% of total assets.
• Performance materiality: 825,000 EUR (2021: 675,000 EUR) (group) and 712,000 EUR (2021: 600,000 EUR)
(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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
106
Our audit approach continued
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.
The impact of COVID-19, which was a key audit matter last year, is no longer included because of its limited
impacton and improved trading of the group for 2022. 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 company)
The Directors have modelled a base case and a severe but plausible
downside scenario in respect of the going concern assessment.
The assessment forecasts the group 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 assessment also considers additional capital expenditure
during the going concern period for the construction of the
Tricoya plant in Hull and reactor 4 in Arnhem along with the
financing of several key projects including the Joint Venture in the
US. 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, equity raises in May 2021 and May 2022 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. In particular, considering the uncertainty
over the quantum and timing of capital expenditure required to
complete the Tricoya plant in Hull following the decision to bring
the project in-house post the termination of the contract by the
contractor and the timing of the completion of reactor 4 in Arnhem,
there remains a risk that headroom of both liquidity and financial
covenants comes under pressure. As such we have considered
going concern as a significant risk.
Our procedures and conclusions in respect of going concern are
set out in the ‘Conclusions relating to going concern’ section below.
to the members of Accsys Technologies PLC
INDEPENDENT AUDITORS’ REPORT continued
OVERVIEW STRATEGIC REPORT
107107
GOVERNANCE FINANCIAL STATEMENTS
107
Key audit matter How our audit addressed the key audit matter
Impairment of non-current assets (group)
At 31 March 2022 the group carried €4.2m of goodwill (2021:
€4.2m), €6.5m of other intangible assets (2021: €6.7m), and
€176.7m of tangible fixed assets (2021: €139.6m). Management is
required to perform an annual impairment review of goodwill held
within intangible assets in accordance with IAS 36. The carrying
value of non-current assets are contingent on future cash flows
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 €93.6m
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.
The headroom in the Accoya CGU was significant and therefore,
our audit work primarily focussed on the Tricoya CGU given the
lower level of headroom and specific assumptions in management’s
model. Our specific audit procedures included:
• Assessing the appropriateness and consistency of the
identification of CGUs. Management has identified two CGUs
which is consistent with the prior year;
• 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 project has now been brought
in-house.
• 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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
108
Our audit approach continued
Key audit matters continued
Key audit matter How our audit addressed the key audit matter
Cost capitalisation of Property, Plant and Equipment (group)
During the year, the construction of the Hull plant and 4th reactor
in Arnhem continued. Of the total capitalisation during the year
amounting to €41m (2021: €20.7m), the group has capitalised
€14.1m (2021: €14.5m) 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 categorised as an elevated risk 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.
Our audit procedures included the following:
• We obtained an understanding of the various costs incurred to
date in respect of the plant taking into account that the project
has now been brought in-house following the termination of the
EPC contract with Fabricom in June 2021;
• We stratified these costs into various buckets based on the
nature of these costs;
• Substantively verified a sample of external costs capitalised
to supporting documentation to ensure they meet the
capitalisation criteria of IAS 16;
• Challenged management’s assessment to ensure costs sampled
were directly attributable to the projects; and
• Discussions with the CFO, project manager and cost controller
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.
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 2022 to be appropriate.
to the members of Accsys Technologies PLC
INDEPENDENT AUDITORS’ REPORT continued
OVERVIEW STRATEGIC REPORT
109109
GOVERNANCE FINANCIAL STATEMENTS
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 our component auditor (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.
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
formateriality. 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
1,100,000 EUR (2021: 900,000 EUR). 950,000 EUR (2021: 800,000 EUR).
How we
determined it
1% of total revenue 1% of total assets
Rationale for
benchmark
applied
Given that the business is in a growth stage, revenue was
considered the most appropriate measure to use and is
a generally accepted benchmark.
The company is a non-trading holding company
and accordingly we conclude that total assets is
an appropriate benchmark.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
110
Our audit approach continued
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 €45,000 to €900,000. Certain
components were audited to a local statutory audit materiality that was also less than our overall group materiality.
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% (2021:
75%) of overall materiality, amounting to 825,000 EUR (2021: 675,000 EUR) for the group financial statements and
712,000 EUR (2021: 600,000 EUR) 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 those charged with governance that we would report to them misstatements identified during our
audit above 55,000 EUR (group audit) (2021: 44,000 EUR) and 40,000 EUR (company audit) (2021: 38,000 EUR) 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;
• Tested the integrity of the model, used for management’s going concern assessment covering the period
through to 30 June 2023, 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 FY23 board approved budget;o testing the accuracy of the inputs of the model
by agreeing back to source documentation; and
– obtaining loan agreements for covenant workings and recomputing financial covenants in the models.
• 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 costs/delays in respect of the completion of the Hull plant and reactor 4 in Arnhem. 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 on Page 121
and in note 1 of the group financial statements and Page 168 and Note 1 of the company financial statements in
respect of going concern and are satisfied that they are appropriate.
to the members of Accsys Technologies PLC
INDEPENDENT AUDITORS’ REPORT continued
OVERVIEW STRATEGIC REPORT
111111
GOVERNANCE FINANCIAL STATEMENTS
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 twelve 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 2022 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 Remuneration Report to be audited has been properly prepared in accordance with
the Companies Act 2006.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
112
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, 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.
The directors are responsible for presenting and marking up the consolidated financial statements in compliance
with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format
(“ESEFRegulation”).
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) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
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 corporation 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 auditors so that they could include appropriate audit procedures in response
to such risks in their work.
to the members of Accsys Technologies PLC
INDEPENDENT AUDITORS’ REPORT continued
OVERVIEW STRATEGIC REPORT
113113
GOVERNANCE FINANCIAL STATEMENTS
Audit procedures performed by the group engagement team and/or component auditors 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, impairment of non-current assets and cost capitalisation
of property, plant and equipment(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 in accordance with ISAs (UK)
is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
114
Responsibilities for the financial statements and the audit continued
Auditors’ responsibilities for the audit of the financial statements continued
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
group’s and company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the group’s and company’s ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the group and company to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group and company audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
to the members of Accsys Technologies PLC
INDEPENDENT AUDITORS’ REPORT continued
OVERVIEW STRATEGIC REPORT
115115
GOVERNANCE FINANCIAL STATEMENTS
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the consolidated financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
It is also our responsibility to assess whether the consolidated financial statements have been prepared, in all
material respects, in compliance with the requirements laid down in the ESEF Regulation.
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 Remuneration Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
116
Report on other legal and regulatory requirements
We have checked the compliance of the consolidated financial statements of the company as at 31 March 2022
with the relevant statutory requirements set out in the ESEF Regulation that are applicable to financial statements.
That is, for the company:
• The consolidated financial statements are prepared in a valid xHTML format;
• The XBRL markup of the consolidated financial statements uses the core taxonomy and the common rules
on markups specified in the ESEF regulation.
• In our opinion, the consolidated financial statements of the company as at 31 March 2022, identified as Accsys
Technologies PLC – Annual Report and Financial Statements 2022, have been prepared, in all material respects,
incompliance with the requirements laid down in the ESEF Regulation.
Richard Porter (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
30 June 2022
to the members of Accsys Technologies PLC
INDEPENDENT AUDITORS’ REPORT continued
OVERVIEW STRATEGIC REPORT
117117
GOVERNANCE FINANCIAL STATEMENTS
Note
2022 €’000 2021 €’000
Underlying
Exceptional
items and
other
adjustments* Total Underlying
Exceptional
items and
other
adjustments* Total
Accoya® wood revenue 105,053 – 105,053 9 1 ,09 5 – 9 1 ,09 5
Tricoya® panel revenue 1,4 59 – 1, 459 2 ,0 91 – 2, 09 1
Licence revenue 416 – 416 419 – 419
Other revenue 13,924 – 13,924 6,198 – 6,198
Total revenue 3 120,852 – 120,852 99 ,803 – 99 ,803
Cost of sales (8 4,8 52 ) – (8 4, 852 ) (6 6 , 7 14 ) – (66 ,7 14 )
Gross profit 36,000 – 36,000 33 ,0 89 – 33 ,0 89
Other operating costs 4 (3 1, 5 41 ) (1 36 ) (3 1 , 67 7 ) (28 , 55 9 ) 103 (2 8 , 4 5 6 )
Operating profit 8 4,459 (1 3 6 ) 4 ,3 23 4 , 53 0 10 3 4 ,6 33
Finance income 10 – – – 1 – 1
Finance expense 11 (2 , 893 ) 544 (2 , 349 ) (3,250 ) (90 0 ) (4,150 )
Share of net loss from joint venture accounted
for using the equity method 28 (2 61 ) – (2 61 ) (14 4 ) – (14 4 )
Profit/(Loss) before taxation 1, 3 05 408 1,7 13 1 ,1 3 7 (797 ) 3 4 0
Tax (expense) 12 (1,015 ) – (1 ,015 ) (1, 2 51 ) – (1, 251 )
Profit/(Loss) for the year 290 408 698 (1 14 ) (797 ) (9 11 )
Items that may be reclassified to profit or loss
Gain/(loss) arising on translation of foreign
operations 15 3 – 15 3 5 – 5
Gain/(loss) arising on foreign currency cash
flow hedges – 6 6 66 – 192 19 2
Total other comprehensive income/(loss) 15 3 6 6 219 5 192 197
Total comprehensive gain/(loss) for the year 443 474 9 17 (109 ) (6 0 5 ) (7 1 4 )
Total comprehensive gain/(loss) for the year is
attributable to:
Owners of Accsys Technologies PLC 2 ,08 3 4 74 2 , 55 7 1, 27 9 (605 ) 6 74
Non-controlling interests (1,6 4 0 ) – (1, 6 40 ) (1,388 ) – (1,388 )
Total comprehensive gain/(loss) for the year 44 3 474 9 17 (109 ) (605 ) (714 )
Basic and diluted profit/(loss) ordinary share 14 €0.01 €0.01 €0.0 1 €0.0 0
The notes on pages 121 to 165 form an integral part of these financial statements.
* See note 5 for details of exceptional items and other adjustments.
for the year ended 31 March 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Accsys Technologies PLC – Annual Report and Financial Statements 2022
118
Registered Company 05534340
Note
2022
€’000
2021
€’000
Non-current assets
Intangible assets 16 10, 8 34 10, 86 5
Investment accounted for using the equity method 28 3,216 326
Property, plant and equipment 17 1 76 , 6 61 1 3 9, 5 5 7
Right of use assets 18 4, 632 4, 8 59
Financial asset at fair value through profit or loss 19 – –
Current assets
Inventories 22 2 0, 37 1 12, 262
Trade and other receivables 23 16 ,93 4 12 ,3 14
Cash and cash equivalents 29 42 ,0 5 4 4 7, 5 9 8
Corporation tax receivable 43 5 183
Derivative financial instrument 3 13 4
Current liabilities
Trade and other payables 24 (29 ,880 ) (2 9, 8 1 0 )
Obligation under lease liabilities 18 (1 ,024 ) (94 8 )
Short term borrowings 29 (11 ,6 5 4 ) (9,6 6 4 )
Corporation tax payable (3,184 ) (1,863 )
(4 5 , 74 2 ) (4 2 , 2 8 5 )
Net current assets 34, 05 5 3 0, 20 6
Non-current liabilities
Obligation under lease liabilities 18 (4 ,19 3 ) (4 , 5 8 4 )
Other long term borrowing 29 (52, 3 35 ) (4 4, 626 )
Financial guarantee 31 – –
(56,5 28 ) (4 9, 2 1 0 )
Net assets 172, 870 136,603
Equity
Share capital 25 9, 6 38 8 ,4 66
Share premium account 223 , 326 1 8 9, 5 9 8
Other reserves 26 114,70 1 1 14, 63 5
Accumulated loss (210, 505 ) (213, 26 3 )
Own shares (6 ) (3 6 )
Foreign currency translation reserve 190 37
Capital value attributable to owners of Accsys Technologies PLC 13 7,3 4 4 9 9, 4 3 7
Non-controlling interest in subsidiaries 9 3 5, 526 3 7, 1 6 6
Total equity 172 ,870 136,603
The financial statements on pages 117 to 165 were approved by the Board of Directors on 30 June 2022 and signed
on its behalf by
Robert Harris William Rudge
Director Director
The notes on pages 121 to 165 form an integral part of these financial statements.
as at 31 March 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
OVERVIEW STRATEGIC REPORT
119119
GOVERNANCE FINANCIAL STATEMENTS
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
Balance at
01 April 2020 8, 114 186,390 112,551 – 32 (214,394 ) 92,693 34 ,442 127 ,135
Profit/(Loss) for
the year – – – – – 477 477 (1,388 ) (911 )
Other comprehensive
income for the year – – 192 – 5 – 197 – 197
Share based payments – – – – – 717 717 – 717
Shares issued 352 – – (36 ) – (63 ) 253 – 253
Premium on shares
issued – 3,215 – – – – 3,215 – 3,215
Share issue costs – (7 ) – – – – (7 ) – (7 )
Issue of subsidiary
shares to non-
controlling interests – – 1,892 – – – 1,892 4, 112 6,004
Balance at
31 March 2021 8,466 189 ,598 114,635 (36 ) 37 (213,263 ) 99 ,437 37 , 166 136,603
Profit/(Loss) for
the year – – – – – 2,338 2,338 (1,640 ) 698
Other comprehensive
income for the year – – 66 – 153 – 219 – 219
Share based payments – – – – – 463 463 – 463
Shares issued 1, 172 – – 30 – (43 ) 1,159 – 1, 159
Premium on shares
issued – 35, 922 – – – – 35, 922 – 35, 922
Share issue costs – (2,194 ) – – – – (2,194 ) – (2,194 )
Balance at
31 March 2022 9 ,638 223,326 114,701 (6 ) 190 (210,505 ) 137 ,344 35,526 172,870
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.
See note 26 for details concerning Other reserves.
Non-controlling interests relate 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.
Accumulated losses represent the cumulative loss of the Group attributable to the owners of the parent.
The notes on pages 121 to 165 form an integral part of these financial statements.
for the year ended 31 March 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Accsys Technologies PLC – Annual Report and Financial Statements 2022
120
2022
€’000
2021
€’000
Profit before taxation before exceptional items and other adjustments 1,305 1 ,1 37
Adjustments for:
Amortisation of intangible assets 74 5 80 3
Depreciation of property, plant and equipment, and right of use assets 5, 419 4,9 3 4
Net finance expense 2 ,89 1 3 , 352
Equity-settled share-based payment expenses 46 3 7 17
Accsys portion of Licence fee received from joint venture 60 0 6 0 0
Share of net loss of joint venture 261 14 4
Currency translation (gains)/loss (171 ) 110
Cash inflows from operating activities before changes in working
capital and exceptional items 11, 513 11, 79 7
Exceptional Items in operating activities (see note 5) (133 ) –
Cash inflows from operating activities before changes in working capital 11, 3 80 1 1,7 97
(Increase) in trade and other receivables (5,058 ) (159 )
(Decrease) in deferred income (33 ) (4 2 )
(Increase)/Decrease in inventories (8 ,1 10 ) 4, 670
Increase in trade and other payables 4,0 3 4 3 ,8 6 4
Net cash from operating activities before tax 2 , 2 13 2 0 ,13 0
Tax received 56 7 1
Net cash from operating activities 2 ,269 20,20 1
Cash flows from investing activities
Interest received – 5
Investment in property, plant and equipment (4 4 , 6 1 2 ) (1 1 , 6 74 )
Foreign exchange deal settlement related to hedging of Hull Capex 190 (25 8 )
Investment in intangible assets (7 14 ) (6 8 2 )
Investment in joint venture (3 ,751 ) (1, 070 )
Net cash (used in) investing activities (4 8 , 8 87 ) (1 3 , 67 9 )
Cash flows from financing activities
Proceeds from loans 54,50 0 –
Other finance costs (392 ) (80 )
Interest Paid (2 , 241 ) (1,8 31 )
Repayment of lease liabilities (1,089 ) (1,3 08 )
Repayment of loans/rolled up interest (46,939 ) (2 ,4 74 )
Proceeds from issue of share capital 3 7, 0 9 4 3,468
Proceeds from issue of subsidiary shares to non-controlling interests – 6, 00 4
Share issue costs (2 ,194 ) (7 )
Net cash from financing activities 38 ,7 39 3,7 72
Net (decrease)/increase in cash and cash equivalents (7 ,879 ) 10, 2 94
Effect of exchange rate changes on cash and cash equivalents 2 ,3 35 6 6
Opening cash and cash equivalents 4 7, 5 9 8 3 7, 2 3 8
Closing cash and cash equivalents 42 ,0 5 4 4 7, 5 9 8
The notes on pages 121 to 165 form an integral part of these financial statements.
for the year ended 31 March 2022
CONSOLIDATED STATEMENT OF CASH FLOW
OVERVIEW STRATEGIC REPORT
121121
GOVERNANCE FINANCIAL STATEMENTS
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 UK-adopted
international accounting standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards. In addition, the financial statements are also prepared in accordance
with international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies
in the European Union and the Dutch Financial Markets Supervision Act.
On 31 December 2020, IFRS as adopted by the European Union at that date, was brought into UK law and became
UK-adopted International Accounting Standards, with future changes being subject to endorsement by the UK
Endorsement Board. The Group transitioned to UK-adopted International Accounting Standards in its consolidated
financial statements on 1 April 2021. This change constitutes a change in accounting framework. However, there is
no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.
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, working
capital requirements and covenant compliance 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 supply chain
disruption.
The Directors have also assessed a severe but plausible downside scenario with reduced sales volumes, lower gross
margin and a delay in the timing of production from R4 in Arnhem beyond the current expected operational date
of Q2, FY23. 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, noting that should additional funding be required beyond what has been committed by
the Tricoya® consortium partners to date, further consent would be required by the Tricoya® consortium partners
for funding to be contributed. 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, under both the base scenario and severe but plausible
downside scenario, there is sufficient liquidity and covenant headroom such that there is no material uncertainty
with respect to going concern and have prepared the financial statements on this basis.
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, such as re-financing of Group
borrowings. See note 5 for details of exceptional items.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS
Accsys Technologies PLC – Annual Report and Financial Statements 2022
122
1. Accounting Policies continued
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 at a point in time 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.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
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GOVERNANCE FINANCIAL STATEMENTS
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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
124
1. Accounting Policies continued
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;
• 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.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
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GOVERNANCE FINANCIAL STATEMENTS
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 note28.
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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
126
1. Accounting Policies continued
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.
Apreviously 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
thelowest 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.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
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GOVERNANCE FINANCIAL STATEMENTS
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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
128
1. Accounting Policies continued
Financial assets continued
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. Cash and cash equivalents includes
cash pledged to ABN Amro as collateral for the $20million Letter of credit provided to FHB. See note 29.
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.
Financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued.
The liability is initially measured at fair value, which is determined based on the present value of the difference
in cash flows between the contractual payments required under the FHB borrowing (provided to the Company’s
joint venture – Accoya USA) and the payments that are estimated to be required without the guarantee being
provided by Accsys to FHB. To calculate the fair value of the guarantee, the present value calculation is then
weighted by the probability of the guarantee being called by FHB.
Where guarantees in relation to loans or other payables of associates are provided for no compensation,
the fair values are accounted for as contributions and recognised as part of the cost of the investment.
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.
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.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
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GOVERNANCE FINANCIAL STATEMENTS
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, with the addition of adjusted cash and adjusted net debt in the year.
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.
Adjusted cash
Cash & cash equivalents less remaining cash committed to be invested into Accoya USA Joint Venture
and restricted cash. See note 29.
Adjusted Net Debt
Net Debt less remaining cash committed to be invested into Accoya USA Joint Venture. See note 29.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
130
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.
Commercial negotiations
The Group is party to a number of commercial negotiations in the ordinary course of business. 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.
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.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
131131
GOVERNANCE FINANCIAL STATEMENTS
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 2021:
• COVID-19-Related Rent concessions – Amendments to IFRS16;
• Interest Rate Benchmark Reform – Amendments to IFRS 9, IAS 39 and IFRS 7; and
• Property, plant and equipment under construction and proceeds from sales – Amendments to IAS16.
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 2022 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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
132
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 2022 Year ended 31 March 2021
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL
€’000
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL
€’000
Accoya® wood revenue 105,053 – 105,053 91,095 – 91,095
Licence revenue 400 – 400 400 – 400
Other revenue 13,879 – 13,879 6,142 – 6,142
Total Revenue 119,332 – 119,332 97,637 – 97,637
Cost of sales (83,435) – (83,435) (64,713) – (64,713)
Gross profit 35,897 – 35,897 32,924 – 32,924
Other operating costs (19,116) (133) (19,249) (15,725) – (15,725)
Profit from operations 16,781 (133) 16,648 17,199 – 17,199
Profit from operations 16,781 (133) 16,648 17,199 – 17,199
Accoya® USA EBITDA (261) – – (144) – –
EBIT 16,520 (133) 16,648 17,055 – 17,199
Depreciation and amortisation 4,787 – 4,787 4,371 – 4,371
EBITDA 21,307 (133) 21,435 21,426 – 21,570
Revenue includes the sale of Accoya®, licence income and other revenue, principally relating to the sale of acetic
acid and other licensing related income. Revenue also includes sales of lower visual grade Accoya® to Tricoya®
customers for the purposes of producing Tricoya® panels as a temporary work-around until the dedicated
Tricoya® Hull plant is operational.
All costs of sales are allocated against manufacturing activities in Arnhem and in Barry (Wales) unless they can
be directly attributable to a licensee. Other operating costs include all costs associated with the operation of the
Arnhem and Barry manufacturing sites, including directly attributable administration, sales and marketing costs.
See note 5 for explanation of Exceptional items and other adjustments.
Average headcount = 162 (2021: 140)
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
133133
GOVERNANCE FINANCIAL STATEMENTS
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.
2022
€’000
2021
€’000
Accoya® segmental underlying EBITDA 21,307 21,426
Accoya® underlying Licence revenue (400) (400)
Accoya® segmental underlying EBITDA (excluding. Licence Income) 20,907 21,026
Accoya® segmental underlying gross profit 35,897 32,924
Accoya® underlying Licence revenue (400) (400)
Accoya® manufacturing gross profit 35,497 32,524
Accoya® Manufacturing Margin 29.8% 33.4%
2022
€’000
2021
€’000
Accoya® manufacturing gross profit – €’000 35,497 32,524
Accoya® sales volume – m
3
59,649 60,466
Accoya® manufacturing gross profit – m
3
595 538
Tricoya®
Tricoya® Segment
Year ended 31 March 2022 Year ended 31 March 2021
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL
€’000
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL
€’000
Tricoya® panel revenue 1,459 – 1,459 2,091 – 2,091
Licence revenue 16 – 16 19 – 19
Other revenue 45 – 45 56 – 56
Total Revenue 1,520 – 1,520 2,166 – 2,166
Cost of sales (1,417) – (1,417) (2,001) – (2,001)
Gross profit 103 – 103 165 – 165
Other operating costs (3,811) (3) (3,814) (3,668) 103 (3,565)
Loss from operations (3,708) (3) (3,711) (3,503) 103 (3,400)
Loss from operations (3,708) (3) (3,711) (3,503) 103 (3,400)
Depreciation and amortisation 505 – 505 563 – 563
EBITDA (3,203) (3) (3,206) (2,940) 103 (2,837)
Revenue and costs are those attributable to the business development of the Tricoya® process and establishment
of Tricoya® Hull Plant.
Other operating costs includes pre-operating costs for the Tricoya® Hull Plant.
See note 5 for explanation of Exceptional items and other adjustments.
Average headcount = 36 (2021: 22), 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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
134
3. Segmental reporting continued
Corporate
Corporate Segment
Year ended 31 March 2022 Year ended 31 March 2021
Underlying
€’000
Exceptional
items & Other
Adjustments
€’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 (7,430) – (7,430) (8,048) – (8,048)
Loss from operations (7,430) – (7,430) (8,048) – (8,048)
Loss from operations (7,430) – (7,430) (8,048) – (8,048)
Depreciation and amortisation 805 – 805 715 – 715
EBITDA (6,625) – (6,625) (7,333) – (7,333)
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 = 37 (2021: 29)
Research and Development
Research & Development Segment
Year ended 31 March 2022 Year ended 31 March 2021
Underlying
€’000
Exceptional
items & Other
Adjustments
€’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 (1,184) – (1,184) (1,118) – (1,118)
Loss from operations (1,184) – (1,184) (1,118) – (1,118)
Loss from operations (1,184) – (1,184) (1,118) – (1,118)
Depreciation and amortisation 68 – 68 88 – 88
EBITDA (1,116) – (1,116) (1,030) – (1,030)
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 (2021: 9)
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
135135
GOVERNANCE FINANCIAL STATEMENTS
Total
Total
Year ended 31 March 2022 Year ended 31 March 2021
Underlying
€’000
Exceptional
items & Other
Adjustment
€’000
TOTAL
€’000
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL
€’000
Accoya®/Tricoya® revenue 106,512 – 106,512 93,186 – 93,186
Licence revenue 416 – 416 419 – 419
Other revenue 13,924 – 13,924 6,198 – 6,198
Total Revenue 120,852 – 120,852 99,803 – 99,803
Cost of sales (84,852) – (84,852) (66,714) – (66,714)
Gross profit 36,000 – 36,000 33,089 – 33,089
Other operating costs (31,541) (136) (31,677) (28,559) 103 (28,456)
Profit from operations 4,459 (136) 4,323 4,530 103 4,633
Finance income – – – 1 – 1
Finance expense (2,893) 544 (2,349) (3,250) (900) (4,150)
Investment in joint venture (261) – (261) (144) – (144)
Profit/(Loss) before taxation 1,305 408 1,713 1,137 (797) 340
See note 5 for details of Exceptional items and other adjustments.
Reconciliation of Underlying EBIT and EBITDA
Year ended 31 March 2022 Year ended 31 March 2021
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL
€’000
Underlying
€’000
Exceptional
items & Other
Adjustments
€’000
TOTAL
€’000
Profit from operations 4,459 (136) 4,323 4,530 103 4,633
Accoya® USA EBITDA (261) – – (144) – –
EBIT 4,198 (136) 4,323 4,386 103 4,633
Depreciation and amortisation 6,164 – 6,164 5,737 – 5,737
EBITDA 10,362 (136) 10,487 10,123 103 10,370
Analysis of Revenue by geographical area of customers:
2022
€’000
2021
€’000
UK and Ireland 43,053 41,890
Rest of Europe 45,980 36,888
Americas 21,069 13,170
Rest of World 10,750 7,855
120,852 99,803
Revenue generated from two customers exceeded 10% of Group revenue of 2022. These two customers
represented 37% & 34% of the revenue from the United Kingdom and Ireland, relating to Accoya® revenue.
Revenue generated from two customers exceeded 10% of Group revenue of 2021. This included 36% & 40%
of the revenue from the United Kingdom and Ireland, relating to Accoya® revenue.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
136
3. Segmental reporting continued
Assets and liabilities on a segmental basis:
Accoya®
2022
€’000
Tricoya®
2022
€’000
Corporate
2022
€’000
R&D
2022
€’000
TOTAL
2022
€’000
Non-current assets 91,278 99,718 4,119 228 195,343
Current assets 36,899 4,425 33,452 5,021 79,797
Current liabilities (19,399) (21,112) (5,156) (75) (45,742)
Net current assets/(liabilities) 17,500 (16,687) 28,296 4,946 34,055
Non-current liabilities (2,826) (1,252) (52,339) (111) (56,528)
Net assets/(liabilities) 105,952 81,779 (19,924) 5,063 172,870
Accoya®
2021
€’000
Tricoya®
2021
€’000
Corporate
2021
€’000
R&D
2021
€’000
TOTAL
2021
€’000
Non-current assets 64,994 85,696 4,620 297 155,607
Current assets 34,752 13,134 19,567 5,038 72,491
Current liabilities (16,706) (18,933) (6,576) (70) (42,285)
Net current assets/(liabilities) 18,046 (5,799) 12,991 4,968 30,206
Non-current liabilities (21,798) (9,990) (17,262) (160) (49,210)
Net assets/(liabilities) 61,242 69,907 349 5,105 136,603
Analysis of non-current assets (Other than financial assets and deferred tax):
2022
€’000
2021
€’000
UK 107,861 90,344
Other countries 83,251 61,032
Un-allocated – Goodwill 4,231 4,231
195,343 155,607
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.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
137137
GOVERNANCE FINANCIAL STATEMENTS
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, Barry, the offices in Dallas and London and certain pre-operating costs associated with the
plant in Hull:
2022
€’000
2021
€’000
Sales and marketing 5,121 3,847
Research and development 1,116 1,030
Other operating costs 6,856 6,013
Administration costs 12,284 11,932
Exceptional Items and other adjustments 136 (103)
Other operating costs excluding depreciation and amortisation 25,513 22,719
Depreciation and amortisation 6,164 5,737
Total other operating costs 31,677 28,456
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 €25,513,000 in the current period includes €3,309,000 in respect of the Tricoya® segment,
compared to €3,002,000 in the previous year.
Group average headcount increased from 199 in the year to 31 March 2021, to 244 in the year to 31 March 2022.
During the period, €714,000 (2021: €682,000) of internal development & patent related costs were capitalised
and included in intangible fixed assets, including €488,000 (2021: €524,000) which were capitalised within Tricoya
Technologies Limited (‘TTL’). In addition €375,000 of internal costs have been capitalised in relation to our current
Arnhem Accoya® plant expansion project (2021: €336,000) and €739,000 of internal costs have been capitalised
in relation to our plant build in Hull, UK (2021: €38,000). Both are included within tangible fixed assets.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
138
5. Exceptional items and other adjustments
2022
€’000
2021
€’000
Redundancy costs in relation to purchase of assets to grow Accoya® Color production (133) –
Early termination of loans – redemption fee & accelerated amortisation of transaction
costs (1,619) –
Total exceptional items (1,752) –
Foreign exchange differences arising on Tricoya® & Corporate cash held – Operating
costs (3) 103
Foreign exchange differences arising on Loan Notes – incl. in Finance expense 231 (900)
Foreign exchange differences on Tricoya® – Other comprehensive income/(loss) 8 18
Foreign exchange differences on Corporate USD cash held for investment in to USA JV
– incl. in Finance expense 2,080 –
Revaluation of USD cash pledged to ABN Amro – incl. in Finance expense (148) –
Revaluation of FX forwards used for cash-flow hedging – Other comprehensive income/
(loss) 58 174
Total other adjustments 2,226 (605)
Tax on exceptional items and other adjustments – –
Total exceptional items and other adjustments 474 (605)
Exceptional Items
In July 2021, Accsys entered into a sale and purchase agreement with Lignia Wood Company Limited and its
administrators, to acquire certain assets, equipment and technology along with its manufacturing plant in Barry,
Wales for a consideration of €1.2m, including €0.5m for raw wood inventory (see note 34). The purchased assets
will enable Accsys to grow production and availability of Accoya® Color more rapidly, accelerating the launch of the
product into more geographic markets and for more product applications. As part of this purchase, redundancy
costs of €133,000 were incurred in relation to staff at the Barry site.
In October 2021, Accsys completed the refinance of its Group debt facilities, with a new bilateral agreement with
ABN Amro. Loans previously held with ABN Amro, Cerdia Produktions GmbH, Bruil, Volantis and Business Growth
Fund (BGF) where repaid. In addition to simplifying our debt arrangements, this has helped significantly reduce
our cost of debt going forward. Early redemption fees totalling €1.4m were paid, and the amortisation of previously
capitalised transaction fees related to these repaid loans was accelerated.
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 effective portion of the foreign exchange movement is recognised
in other comprehensive income, with the ineffective portion recognised in Operating costs. Foreign exchange
differences in the Corporate segment have also occurred due to US dollars held for investment into the Accoya
USA Joint Venture. Following the May 2021 equity raise, the amount raised to invest into Accoya USA was translated
into US dollars and held in cash ensuring that foreign exchange movements did not decrease the amount raised
below the future US dollar investment into Accoya USA. This treatment did not meet the requirements for hedge
accounting under IFRS 9, Financials instruments, and therefore the foreign exchange gain on the revaluation of the
US dollars has been accounted for in Finance expenses.
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.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
139139
GOVERNANCE FINANCIAL STATEMENTS
6. Employees
2022
€’000
2021
€’000
Staff costs (including Directors) consist of:
Wages and salaries 17,007 14,394
Social security costs 2,620 2,206
Other pension costs 1,381 1,008
Share based payments 140 869
21,148 18,477
Pension costs relate to defined contribution plan contributions.
The average monthly number of employees, including Executive Directors, during the year was as follows:
2022 2021
Sales and marketing, administration, research and engineering 134 112
Operating 110 87
244 199
7. Directors’ remuneration
2022
€’000
2021
€’000
Directors’ remuneration consists of:
Directors’ emoluments 931 1,187
Company contributions to money purchase pension schemes 43 41
974 1,228
Compensation of key management personnel included the following amounts:
Salary, bonus and
short term benefits
€’000
Pension
€’000
Share based
payments charge
€’000
2022
Total
€’000
2021
Total
€’000
Rob Harris 492 27 49 568 612
William Rudge 301 16 (9) 308 390
793 43 40 876 1,002
The Group made contributions to one (2021: one) 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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
140
8. Operating profit
2022
€’000
2021
€’000
This has been arrived at after charging/(crediting):
Staff costs 21,148 18,477
Depreciation of property, plant and equipment, and right of use assets 5,419 4,934
Amortisation of intangible assets 745 803
Operating lease rentals 103 32
Foreign exchange (gains)/losses (171) 110
Research & Development (excluding staff costs) 416 524
Fees payable to the Company’s auditors for the audit of the Group’s annual financial
statements 145 73
Fees payable to the Company’s auditors for other services:
– audit of the Company’s subsidiaries pursuant to legislation 110 84
– audit related assurance services 36 34
Fees payable to Component auditor for audit of subsidiaries: 117 98
– other audit related services – 14
Total audit and audit related services: 408 303
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
€60billion annually.
The Tricoya® Consortium was formed on 29 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.
Tricoya UK Limited is constructing and will own and operate the world’s first Tricoya® wood elements acetylation
plant in Hull (UK), which 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.
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
31March 2021, with no funding received during the year ended 31 March 2022.
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 no funding received during the year ended
31 March 2022.
In the period to 31 March 2022, the Group’s shareholding in TTL remained unchanged at 76.5%.
Tricoya UK entered a six-year €17.2 million finance facility agreement with Natwest Bank plc in March 2017 in respect
of the construction and operation of the Hull Plant. As at 31 March 2022 the Group has utilised €9.9m (2021: €9.3m)
of the facility.
In November 2021, Accsys agreed a new €17m loan to Tricoya UK to be used towards the Hull plant construction
project alongside existing funding in place for Tricoya UK. The loan accrues interest, which is rolled up, at a
ratebetween 5.25 and 6.75% above EURIBOR. The loan is secured and is repayable by 30 September 2023.
At31March 2022, the Group had lent to Tricoya UK €8.8m under the facility. As Accsys consolidates Tricoya UK,
this loan is eliminated within the Accsys Group balance sheet.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
141141
GOVERNANCE FINANCIAL STATEMENTS
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
outbelow:
TTL Group income statement:
Consolidated
2022
€’000
Consolidated
2021
€’000
Revenue 1,552 2,178
Cost of sales (1,449) (1,999)
Gross profit 103 179
Operating costs:
Staff costs (2,592) (2,582)
Research & development (excluding staff costs) (207) (217)
Intellectual Property (214) (255)
Sales & marketing (639) (122)
Depreciation & Amortisation (505) (563)
EBIT (4,054) (3,560)
EBIT attributable to Accsys shareholders (2,414) (2,172)
TTL Group balance sheet:
2022
€’000
2021
€’000
Non-current assets
Intangible assets 4,534 4,376
Property, plant and equipment 94,061 79,999
Right of use assets 1,232 1,321
99,827 85,696
Current assets
Receivables due within one year 1,088 1,232
Cash and cash equivalents 912 11,464
FX Derivative Asset 3 134
2,003 12,830
Current liabilities
Trade and other payables (17,646) (20,159)
Net current liabilities (15,643) (7,329)
Non-current liabilities
Other long term borrowing (18,585) (8,955)
(18,585) (8,955)
Net assets 65,599 69,412
Value attributable to Accsys Technologies 30,073 32,246
Value attributable to Non-controlling interest 35,526 37,166
Accsys Technologies PLC – Annual Report and Financial Statements 2022
142
9. Tricoya Technologies Limited continued
TTL Group cash flows:
2022
€’000
2021
€’000
Cash flows from operating activities 2,618 (841)
Cash flows from investing activities (21,860) (6,400)
Cash flows from financing activities 8,691 10,306
Net (decrease)/increase in cash and cash equivalents (10,551) 3,065
10. Finance income
2022
€’000
2021
€’000
Interest receivable on bank and other deposits* – 1
* €8,000 interest received in the year ended 31 March 2022 (31 March 2021: €5,000) 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.
11. Finance expense
2022
€’000
2021
€’000
Arnhem land and buildings lease finance charge 183 187
Interest on loans 2,282 2,767
Interest on lease liabilities 139 144
Other finance expenses 289 152
Total underlying finance expenses 2,893 3,250
Exceptional items and other adjustments
Foreign exchange (gain)/loss on loan notes (231) 900
Revaluation of USD cash pledged to ABN Amro 148 –
Early termination of loans – redemption fee & accelerated amortisation of transaction costs 1,619 –
Foreign exchange (gain)/loss on Corporate USD cash held for investment in to USA JV (2,080) –
2,349 4,150
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
143143
GOVERNANCE FINANCIAL STATEMENTS
12. Tax expense
2022
€’000
2021
€’000
(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 (credit)/expense in respect of current year (314) 24
(314) 24
Overseas tax at rate of 15% 24 11
Overseas tax at rate of 25% 1,305 1,216
Deferred Tax
Utilisation of deferred tax asset – –
Total tax charge reported in the statement of comprehensive income 1,015 1,251
2022
€’000
2021
€’000
(b) The tax charge for the period is higher than the standard rate
of corporation tax in the UK (2022 & 2021: 19%) due to:
Profit/(Loss) before tax 1,713 340
Expected tax charge at 19% (2021 – 19%) 325 65
Expenses not deductible in determining taxable profit 142 153
Over provision in respect of prior years – –
Tax losses for which no deferred income tax asset was recognised 541 880
Effects of overseas taxation 320 130
Research and development tax charge in respect of prior years (190) 79
Research and development tax (credit) in respect of current year (123) (56)
Total tax charge reported in the statement of comprehensive income 1,015 1,251
In March 2021, the UK Government announced that from 1 April 2023 the corporation tax rate will increase to 25%
from 1 April 2023.
There is no material impact on the Group’s current and deferred taxation balances.
€’000
Deferred tax assets Deferred tax liabilities
2022 2021 2022 2021
At 1 April – – – –
Credited/(charged) to the consolidated income statement 484 – (484) –
At 31 March 484 – (484) –
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in
these financial statements.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
144
13. Dividends Paid
2022
€’000
2021
€’000
Final Dividend €Nil (2021: €Nil) per Ordinary share proposed
and paid during year relating to the previous year’s results – –
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.
2022 2021
Underlying Total Underlying Total
Basic earnings per share
Weighted average number of Ordinary shares in issue (‘000) 190,446 190,446 164,890 164,890
Profit/(Loss) for the year attributable to owners
of Accsys Technologies PLC (€’000) 1,930 2,338 1,274 477
Basic profit/(loss) per share € 0.01 € 0.01 € 0.01 € 0.00
Diluted earnings per share
Weighted average number of Ordinary shares in issue (‘000) 190,446 190,446 164,890 164,890
Equity options attributable to BGF 8,449 8,449 8,449 8,449
Weighted average number of Ordinary shares in issue
and potential ordinary shares (‘000) 198,895 198,895 173,339 173,339
Profit/(Loss) for the year attributable to owners
of Accsys Technologies PLC (€’000) 1,930 2,338 1,274 477
Diluted profit/(loss) per share € 0.01 € 0.01 € 0.01 € 0.00
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
145145
GOVERNANCE FINANCIAL STATEMENTS
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.
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:
Number of outstanding
options at 31 March
Weighted average remaining
contractual life, in years
Date of grant 2022 2021 2022 2021
1 August 2011 – 90,000 – 0.3
19 September 2013 (LTIP) 599,880 918,226 1.5 2.5
24 June 2016 (LTIP) 183,320 494,433 4.3 5.3
20 June 2017 (LTIP) 326,999 326,999 5.3 6.3
18 June 2018 (LTIP) 185,840 185,840 6.3 7.3
25 June 2019 (LTIP)
1
475,258 541,049 7.3 8.3
20 November 2019 (LTIP)
1
105,699 105,699 7.7 8.7
23 December 2019 (LTIP)
1
41,468 41,468 7.8 8.8
15 July 2020 (LTIP) 1,172,290 1,267,657 8.3 9.3
23 June 2021 (LTIP) 868,889 – 9.3 –
Total 3,959,643 3,971,371 6.8 6.5
1 622,425 nil cost options are outstanding in the 2019 LTIP award at 31 March 2022 but no options are estimated to vest on the relevant vesting
dates in the 2022 calendar year.
Movements in the weighted average values are as follows:
Weighted average
exercise price Number
Outstanding at 01 April 2020 € 0.01 4,670,808
Granted during the year € 0.00 1,326,966
Forfeited during the year € 0.00 (766,954)
Exercised during the year € 0.00 (1,259,449)
Expired during the year € 0.00 –
Outstanding at 31 March 2021 € 0.01 3,971,371
Granted during the year € 0.00 918,659
Forfeited during the year € 0.00 (210,928)
Exercised during the year € 0.00 (629,459)
Expired during the year € 0.50 (90,000)
Outstanding at 31 March 2022 € 0.00 3,959,643
The exercise price of options outstanding at the end of the year was €nil (for LTIP options) (2021: €nil and €0.50)
and their weighted average contractual life was 6.8 years (2021: 6.5 years).
Of the total number of options outstanding at the end of the year 1,296,039 (2021: 1,829,658) had vested and were
exercisable at the end of the year.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
146
15. Share based payments continued
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 end 31 March 2017.
599,880 nil cost options remain as at 31 March 2022 after allowing for forfeitures and options exercised in the year.
2016 LTIP Award performance conditions and 2019 outcome
The LTIP in 2016 awarded 1,070,255 nil cost options and 494,433 vested in the financial year end 31 March 2020.
183,320 nil cost options remain as at 31 March 2022 after allowing for forfeitures and options exercised in the year.
2017 LTIP Award performance conditions and 2020 outcome
The LTIP in 2017 awarded 1,087,842 nil cost options and 326,999 vested in the financial year end 31 March 2021.
326,999 nil cost options remain as at 31 March 2022 after allowing for forfeitures and options exercised in the year.
2018 LTIP Award performance conditions and 2021 outcome
The LTIP in 2018 awarded 1,170,160 nil cost options and 185,840 vested in the financial year end 31 March 2022.
185,840 nil cost options remain as at 31 March 2022 after allowing for forfeitures and options exercised in
theyear.
Awards made in year ended 31 March 2020 and LTIP Award performance conditions
During the year ended 31 March 2020, 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
Weighting
(% of award) Threshold Target Maximum
Vesting (% of maximum) 25% 70% 100%
EBITDA per share in FY22 60% €0.10 €0.14 €0.22
Total sales volume in FY22 (m
3
) 40% 82,000 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.
• Sales Volume is defined as combined sales volume (in cubic metres, or equivalent) of Accoya® and Tricoya®.
Element
Element A
(EBITDA per
share)
Element B
(Sales volume
growth)
Grant date 25 Jun 19 25 Jun 19
Share price at grant date (€) 1.32 1.32
Exercise price (€) 0.00 0.00
Expected life (years) 3 3
Contractual life (years) 10 10
Vesting conditions (Details set out above) EBITDA Sales volume growth
Risk free rate -0.74% -0.74%
Expected volatility 20% 20%
Expected dividend yield 0% 0%
Fair value of option € 1.221 € 1.221
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
147147
GOVERNANCE FINANCIAL STATEMENTS
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 2 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. As at 31 March 2022, no share options are estimated to vest.
Awards made in July 2020 and LTIP Award performance conditions
During the prior 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
Weighting
(% of award) Threshold Stretch Maximum
Vesting (% of maximum) 25% 70% 100%
EBITDA per share in FY23 60% €0.14 €0.19 €0.24
Total sales volume in FY23 (m3) 40% 90,000 105,000 112,720
• 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
Element A
(EBITDA per
share)
Element B
(Sales volume
growth)
Grant date 15 July 20 15 July 20
Share price at grant date (€) 1.00 1.00
Exercise price (€) 0.00 0.00
Expected life (years) 3 3
Contractual life (years) 10 10
Vesting conditions (Details set out above) EBITDA Sales volume growth
Risk free rate -0.69% -0.69%
Expected volatility 20% 20%
Expected dividend yield 0% 0%
Fair value of option € 0.998 € 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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
148
15. Share based payments continued
Long Term Incentive Plan (‘LTIP’) continued
Awards made in July 2021 and LTIP Award performance conditions
During the year, a total of 918,659 LTIP awards were made primarily to members of the Senior Management team
including the Executive Directors:
The performance targets for 863,624 of these awards are as follows:
Metric
Weighting
(% of award) Threshold Maximum
Vesting (% of maximum) 25% 100%
EBITDA per share in FY24 60% €0.15 €0.24
Cumulative Sales Volume (FY22 to FY24) (m
3
) 30% 267,000 297,000
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
ESGexternalrating/score
Y3 – Improve or at least maintain
ESGexternalrating/score
• 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®.
Element
Element A
(EBITDA per
share)
Element B
(Sales volume
growth)
Element C
(ESG Reporting
Metrics)
Grant date 23 Jun 21 23 Jun 21 23 Jun 21
Share price at grant date (€) 2.06 2.06 2.06
Exercise price (€) 0.00 0.00 0.00
Expected life (years) 3 3 3
Contractual life (years) 10 10 10
Vesting conditions (Details set out above) EBITDA Sales volume growth ESG reporting metrics
Risk free rate -0.67% -0.67% -0.67%
Expected volatility 20% 20% 20%
Expected dividend yield 0% 0% 0%
Fair value of option € 2.060 € 2.060 € 2.060
The remaining 55,035 of the awards made in summer 2021 were specific to individuals dedicated to the Tricoya®
consortium with performance measure linked to progress and development of the Tricoya® plant and its
subsequent operation.
The fair value of these options were €2.06 on their Grant date.
All of the above awards, made in summer 2021 are subject to a three year performance period (i.e. year
endMarch 2024) and a further two year holding period. In addition, awards are also subject to malus/
claw-backprovisions.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
149149
GOVERNANCE FINANCIAL STATEMENTS
2008 Share Option schemes
Awards made in earlier years had no impact on the income statement in the current or prior year and with the
smaller number of options remaining at the beginning of the current financial year, expiring during the year,
no further 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, 629,217 Ordinary shares
awarded in the prior year vested. No similar award was made during the year ended 31 March 2022.
Employee Share Participation Plan
The Employee Share Participation Plan (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
January 2022 various employees subscribed for a total of 193,424 Shares at an acquisition price of €2.02 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. 189,931
matching shares were issued to employees in January 2022.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
150
16. Intangible assets
Internal
Development costs
€’000
Intellectual
property rights
€’000
Goodwill
€’000
Total
€’000
Cost
At 1 April 2020 7,187 74,051 4,231 85,469
Additions 277 405 – 682
At 31 March 2021 7,464 74,456 4,231 86,151
Additions 178 536 – 714
At 31 March 2022 7,642 74,992 4,231 86,865
Accumulated amortisation
At 1 April 2020 2,146 72,337 – 74,483
Amortisation 364 439 – 803
At 31 March 2021 2,510 72,776 – 75,286
Amortisation 384 361 – 745
At 31 March 2022 2,894 73,137 – 76,031
Net book value
At 31 March 2022 4,748 1,855 4,231 10,834
At 31 March 2021 4,954 1,680 4,231 10,865
At 31 March 2020 5,041 1,714 4,231 10,986
Refer to note 17 for the recoverability assessment of these intangible assets.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
151151
GOVERNANCE FINANCIAL STATEMENTS
17. Property, plant and equipment
Land and
buildings
€’000
Plant and
machinery
€’000
Office
equipment
€’000
Total
€’000
Cost or valuation
At 1 April 2020 17,976 125,691 3,243 146,910
Additions – 20,742 651 21,393
Foreign currency translation (loss) – – (9) (9)
At 31 March 2021 17,976 146,433 3,885 168,294
Additions – 41,012 461 41,473
Foreign currency translation (loss) – – 7 7
At 31 March 2022 17,976 187,445 4,353 209,774
Accumulated depreciation
At 1 April 2020 637 22,696 1,454 24,787
Charge for the year 358 3,249 351 3,958
Foreign currency translation (loss) – – (8) (8)
At 31 March 2021 995 25,945 1,797 28,737
Charge for the year 358 3,550 461 4,369
Foreign currency translation (loss) – – 7 7
At 31 March 2022 1,353 29,495 2,265 33,113
Net book value
At 31 March 2022 16,623 157,950 2,088 176,661
At 31 March 2021 16,981 120,488 2,088 139,557
At 1 April 2020 17,339 102,995 1,789 122,123
Plant and machinery assets with a net book value of €93,560,000 are held as assets under construction and are
notdepreciated, relating to the Hull Plant, and €30,593,000 relating to the further expansion of the Arnhem Plant
(31 March 2021: €80,853,000 relating to the Hull Plant, €5,716,000 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 5 years plus a terminal value discounted at a
pre-tax discount rate of 10.5% (2021: 10.5%) and a 1.8% growth rate to determine their present value.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
152
17. Property, plant and equipment continued
The key assumptions used in the value in use calculations are:
• the manufacturing revenues, operating margins & 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
toan impairment given a change in assumptions is the Tricoya® CGU. Key assumptions applied to this CGU
were asfollows:
• 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 1.3% increase to the discount rate,
• a 1.8% reduction in the long-term sales growth rate and
• a 3% decrease to Gross margin.
• an increase of 84% 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
2022
€’000
2021
€’000
Right-of-use assets
Properties 4,023 4,113
Equipment 569 671
Motor Vehicles 40 75
4,632 4,859
Minimum lease payments
2022
€’000
2021
€’000
Amounts payable under lease liabilities:
Within one year 1,250 1,208
In the second to fifth years inclusive 2,390 2,631
After five years 3,972 4,369
Less: future finance charges (2,395) (2,676)
Present value of lease obligations 5,217 5,532
Additions to the right-of-use assets during the financial year were €801,000 (2021: €1,303,000).
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
153153
GOVERNANCE FINANCIAL STATEMENTS
(ii) Amounts recognised in the statement of profit and loss
The statement of profit and loss shows the following amounts relating to leases:
2022
€’000
2021
€’000
Depreciation charge of right-of-use assets
Properties 807 664
Equipment 209 279
Motor Vehicles 34 33
1,050 976
Interest expense (included in finance cost) 322 331
Expense relating to short-term leases (included in cost of goods sold
and administrative expenses) 83 30
Expense relating to leases of low-value assets that are not shown above
as short-term leases (included in administrative expenses) 20 2
Expense relating to variable lease payments not included in lease liabilities
(included in administrative expenses) – –
The total cash outflow for leases in 2022 was €1,089,000 (2021: €1,308,000).
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 1-10 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. Lease extension options and
lease termination options are only included in the calculation of the lease liability if there is reasonable certainty that
they will be exercised. Some of the Group’s leases have extension and termination options attached to them. Lease
extension options and lease termination options are only included in the calculation of the lease liability if there is
reasonable certainty that they will be exercised.
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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
154
18. Leases continued
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.
19. Financial asset at fair value through profit or loss
2022
€’000
2021
€’000
Share held in Cleantech Building Materials PLC – –
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 2022, 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 (2021: nil).
A total of 498,522 shares were held at 31 March 2022.
20. Deferred taxation
The Group has a recognised deferred tax asset of €484,000 (2021: €nil) offsetting a recognised deferred tax
liability of €484,000 (2021: €nil). See note 12.
The Group also has an unrecognised deferred tax asset of €42m (2021: €30m) which is largely in respect of trading
losses of the UK subsidiaries and has been calculated using the tax rate which is expected to be applicable when
the tax losses are expected to be utilised (see note 12 for the announced increase in UK tax rates to 25% from
1April 2023). 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
2022
€’000
2021
€’000
Raw materials and work in progress 16,978 7,339
Finished goods 3,393 4,923
20,371 12,262
The amount of inventories recognised as an expense during the year was €67,697,839 (2021: €60,907,693). Thecost
of inventories recognised as an expense includes a net credit of €20,212 (2021: credit of €2,739) in respect of the
inventories sold in the period which had previously been written down to net realisable value.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
155155
GOVERNANCE FINANCIAL STATEMENTS
23. Trade and other receivables
2022
€’000
2021
€’000
Trade receivables 13,162 9,836
Other receivables 736 575
VAT receivable 2,203 1,013
Prepayments 833 890
16,934 12,314
The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair
value. Trade and other receivables in the above table are stated net of provision for doubtful debts. The majority
of trade and other receivables is denominated in Euros, with €3,342,000 of the trade and other receivables
denominated in US Dollars (2021: €1,597,000).
The age of receivables past due but not impaired is as follows:
2022
€’000
2021
€’000
Up to 30 days overdue 1,248 409
Over 30 days and up to 60 days overdue – 6
Over 60 days and up to 90 days overdue – –
Over 90 days overdue 24 49
1,272 464
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 are
trade receivables and accrued income with a balance of €25,002,000 (2021: €25,002,000).
Movement in provision for doubtful debts:
2022
€’000
2021
€’000
Balance at the beginning of the year 25,002 25,239
Net (decrease)/increase of impairment – (237)
Balance at the end of the year 25,002 25,002
24. Trade and other payables
2022
€’000
2021
€’000
Trade payables 16,655 9,451
Other taxes and social security payable 1,754 1,104
Accruals and deferred income 11,471 19,255
29,880 29,810
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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
156
25. Share capital
2022
€’000
2021
€’000
Allotted – Equity share capital
192,761,322 Ordinary shares of €0.05 each (2021: 169,324,264
Ordinary shares of €0.05 each) 9,638 8,466
9,638 8,466
All ordinary shares are called up, allotted and fully paid.
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).
In the year ended 31 March 2022:
In May 2021, 20,005,325 Placing Shares and 2,418,918 Open Offer Shares were issued as part of the capital
raise to fund the Company’s investment in expanding its Accoya® business into North America through the
construction of a new Accoya® plant in the USA through its joint venture, Accoya USA LLC, with Eastman
Chemical Company (see note 28), as well as to provide additional capital to support the Company’s continued
growth. The Shares were issued at a price of €1.65 (£1.40) per ordinary share, raising gross proceeds of
€36.7 million (before expenses).
Between June and September 2021, a total of 629,460 shares were issued following the exercise of nil cost
options, granted under the Company’s 2013 Long Term Incentive Plan (‘LTIP’).
In February 2022, following the subscription by employees in the prior year for shares under the Employee Share
Participation Plan (the ‘Plan’), 189,931 shares were issued as “Matching Shares” at nominal value under the Plan.
In addition, various employees newly subscribed under the Plan for 193,424 Shares at an acquisition price of
€2.015 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).
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
157157
GOVERNANCE 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 01 April 2020 148 106,707 37 5,659 112,551
Total comprehensive income for the period – – 192 – 192
Issue of subsidiary shares to non-controlling interests – – – 1,892 1,892
Balance at 31 March 2021 148 106,707 229 7,551 114,635
Total comprehensive income for the period – – 66 – 66
Balance at 31 March 2022 148 106,707 295 7,551 114,701
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).
27. Transactions with non-controlling interests
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 29October 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.
On31December 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%)
In the year ended 31 March 2022:
No shares were issued in the year ended to 31 March 2022.
The total carrying amount of the non-controlling interests in TTL and Tricoya UK at 31 March 2022 was
€35.53m (2021: €37.17m).
Accsys Technologies PLC – Annual Report and Financial Statements 2022
158
27. Transactions with non-controlling interests continued
In November 2021, Accsys agreed a new €17m loan to Tricoya UK to be used towards the Hull plant construction
project alongside existing funding in place for Tricoya UK. The loan accrues interest, which is rolled up, at a rate
between 5.25 and 6.75% above EURIBOR. The loan is secured and is repayable by 30 September 2023. At 31 March
2022, the Group had lent to Tricoya UK €8.8m under the facility.
The Group recognised an increase in other reserves as summarised below.
2022
€’000
2021
€’000
Opening Balance 8,127 6,235
Carrying amount of non-controlling interests issued – (4,112)
Consideration paid by non-controlling interests – 6,004
Share issue costs relating to non-controlling interests – –
Excess of consideration paid recognised in Group’s equity 8,127 8,127
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.
Atechnology licence has also been entered into with Accoya USA LLC so that front-end engineering and
design forthe proposed plant in the USA can be completed.
The plant is designed to initially produce approximately 40,000 cubic metres of Accoya® per annum and to
allow for cost-effective expansion.
In March 2022, the final investment decision was made to proceed with the construction of the US facility.
The total construction and start-up costs for the facility, including the initial two reactors, are expected to
be approximately $136 million (‘Total project cost’).
$66 million of the Total Project cost will be funded by equity contributions from Accsys (60%) and Eastman
(40%). Accsys’ pro-rata share is $39.6 million (€34.9 million) of which $5.6 million (€4.8 million) has already
been contributed to Accoya USA by 31 March 2022. Eastman has contributed $3.8 million to Accoya USA by
31March2022.
$70 million of the Total Project cost, will be funded through an eight-year term loan to Accoya USA, LLC from First
Horizon Bank (‘FHB’) of Tennessee, USA. FHB are also providing a further $10 million revolving line of credit to be
utilised to fund working capital. The FHB term loan is secured on the assets of Accoya USA and will be supported
by Accoya USA’s shareholders, including $50 million through a limited guarantee provided on a pro-rata basis, with
Accsys’ 60% share representing $30 million (see note 31). The interest rate varies between 1.3% to 2.1% over USD
LIBOR. Principal repayments commence one year following the completion and start-up of the facility, and are
calculated on a ten-year amortisation period.
The carrying amount of the equity-accounted investment is as follows:
2022
€’000
2021
€’000
Opening balance 326 –
Investment in Accoya® USA 3,751 1,070
Less: Accsys proportion (60%) of Licence fee received (600) (600)
Loss for the year (261) (144)
Closing balance 3,216 326
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
159159
GOVERNANCE FINANCIAL STATEMENTS
29. Commitments under loan agreements
2022
€’000
2021
€’000
Amounts payable under loan agreements:
Within one year 11,654 9,664
In the second to fifth years inclusive 52,335 44,626
In greater than five years – –
Present value of loan obligations 63,989 54,290
Within one year 12,973 12,012
In the second to fifth years inclusive 59,506 49,714
After five years – –
Less future finance charges (8,490) (7,436)
Present value of loan obligations 63,989 54,290
Refinancing of Group Debt Facilities
In October 2021 Accsys completed the refinance of its Group debt facilities through a new bilateral agreement with
ABN AMRO, one of Accsys’ existing relationship banks. The new €60m 3-year bilateral facilities agreement with ABN
AMRO comprised a:
• €45m Term Loan Facility and,
• €15m Revolving Credit Facility (‘RCF’).
The €45m Term Loan was fully utilised to repay all of the Group’s existing debt, with the exception of the NatWest
facility held by the Tricoya® consortium which remains in place.
• The Term Loan is partially amortising, with 5% of the principal repayable per annum after 18 months.
• The applicable interest rate for the Term Loan varies between an all in cost of 1.75% and 3.25% depending on
net leverage, resulting in a significant improvement compared to the previous facilities which had a weighted
average cost of approximately 6%.
• The RCF interest rate will similarly vary, but between 2.0% and 3.5% above EURIBOR.
The RCF was subsequently increased to €25 million as part of the Accoya USA financing referred to below, with
approximately €20 million utilised for the Letter of credit provided by ABN Amro to FHB in support of the Accoya
USA JV funding arrangements, leaving approximately €5 million available as headroom on the facility. The €5m
remaining headroom was undrawn at 31 March 2022.
The new facilities are secured against the assets of the Group which are 100% owned by the Company and include
customary covenants such as net leverage and interest cover which are based upon the results and assets which
are 100% owned by the Company.
Tricoya® facility:
In 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 2022, the Group
had €9.9m (2021: €9.3m) 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.
The facility will require re-financing with its term running until 31 March 2023.
A €3m increase to the quantum of the facility is being sought given the additional costs identified for the Hull
project but has not yet been agreed. As a result, while Natwest remains supportive of the project, the facility
is in technical default given the unfunded cost overrun within Tricoya UK.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
160
29. Commitments under loan agreements continued
Accoya USA facility & De Engh facility:
In March 2022 the Company’s joint venture, Accoya USA agreed an eight-year $70 million loan from First
Horizon Bank (‘FHB’) of Tennessee, USA in respect of the construction and operation of the Accoya® USA plant.
FHB are also providing a further $10 million revolving line of credit to be utilised to fund working capital. The
FHB term loan is secured on the assets of Accoya USA and is supported by Accoya USA’s shareholders, including
$50 million through a limited guarantee provided on a pro-rata basis, with Accsys’ 60% share representing
US$30 million (see note 28 & 31). The interest rate varies between 1.3% to 2.1% over USD LIBOR. Principal
repayments commence one year following the completion and start-up of the facility, and are calculated on a
ten-year amortisation period. Accoya USA is equity accounted for in these financial statements, therefore this
Borrowing in not included in the Group’s borrowings. (See note 28).
To support Accsys’ limited guarantee, Accsys provided a $20 million Letter of Credit (‘LC’) to FHB. The LC is
issued by ABN AMRO, utilising part of the revolving credit facility agreed in October 2021. To further support
the LC, Accsys agreed a €10 million convertible loan with De Engh BV Limited (‘De Engh’), an investment
company based in the Netherlands (the ‘Convertible Loan’). The Convertible Loan proceeds were placed
with ABN AMRO solely as cash collateral to enable ABN AMRO to grant the $20 million LC to FHB.
The Convertible Loan is unsecured and carries an interest margin of 6.75% above Euribor. Accsys expects
to fully repay the Convertible Loan within two years. If the Convertible Loan is not repaid within this period,
De Engh has an option (from the end of year two) to convert the outstanding loan balance to ordinary shares in
Accsys at €2.30 per share (representing a 31% premium to the closing share price on 3 March 2022), otherwise
the interest rate increases by 2% in year three and by a further 2% the following year if the loan has not been
repaid or converted after 3 years. The maximum term of the Convertible Loan is 3.5 years.
Reconciliation to net debt:
2022
€’000
2021
€’000
Cash and cash equivalents 42,054 47,598
Less:
Amounts payable under loan agreements (63,989) (54,290)
Amounts payable under lease liabilities (note 18) (5,217) (5,532)
Net debt (27,152) (12,224)
Restricted cash
The cash and cash equivalents disclosed above and in the Consolidated statement of cash flow includes $10 million
which is pledged to ABN Amro as collateral for the $20million Letter of credit provided to FHB (see note 28 & 31).
Reconciliation to adjusted cash and adjusted net debt:
2022
€’000
2021
€’000
Cash and cash equivalents 42,054 47,598
Less: Remaining cash committed to be contributed to Accoya USA (27,857) –
Less: Cash pledged to ABN for Letter of Credit (9,852) –
Adjusted cash 4,345 47,598
Net debt (27,152) (12,224)
Less: Remaining cash committed to be contributed to Accoya USA (27,857) –
Adjusted net debt (55,009) (12,224)
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
161161
GOVERNANCE FINANCIAL STATEMENTS
Liabilities from financing activities Other assets
Borrowings
€’000
Leases
€’000
Sub-total
€’000
Cash
€’000
Total
€’000
Net debt as at 01 April 2020 (57,313) (5,121) (62,434) 37,238 (25,196)
Cash flows 2,474 1,308 3,782 10,294 14,076
Decrease in Cerdia Loan from Termination fee 3,200 – 3,200 – 3,200
New leases – (1,303) (1,303) – (1,303)
Foreign exchange adjustments (900) (76) (976) 66 (910)
Other changes (1,751) (340) (2,091) – (2,091)
Net debt as at 31 March 2021 (54,290) (5,532) (59,822) 47,598 (12,224)
Cash flows (7,561) 1,089 (6,472) (7,879) (14,351)
New leases – (801) (801) – (801)
Foreign exchange adjustments 231 (7) 224 2,335 2,559
Other changes (2,369) 34 (2,335) – (2,335)
Net debt as at 31 March 2022 (63,989) (5,217) (69,206) 42,054 (27,152)
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. In addition to the issue of the Loan Notes, which have since been
repaid as part of the Group re-finance in October 2021 (see note 29), the Company granted options over Ordinary
Shares of the Company to 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 were 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 2022 a total 8,449,172 Options exist attributable to BGF. This represents 4.4% (2021: 5%) of the
issued share capital of the Company as at 31 March 2022.
See notes 29 & 35 for details on the convertible loan agreed with De Engh BV Limited.
31. Guarantee provided to FHB
In March 2022 the Company’s joint venture, Accoya USA agreed an eight-year $70million loan from First Horizon
Bank (‘FHB’) of Tennessee, USA in respect of the construction and operation of the Accoya® USA plant and a
further $10 million revolving line of credit to be utilised to fund working capital (see note 28 & 29). The FHB term
loan is supported by Accoya USA’s shareholders, including US$50 million through a limited guarantee provided
on a pro-rata basis, with Accsys’ 60% share representing $30 million (see note 28).
To support Accsys’ limited guarantee, Accsys provided a US$20 million Letter of Credit, issued by ABN Amro,
to FHB (see note 29).
The $30 million limited guarantee provided to FHB is held at a fair value of € nil, representing a present value
calculation of €8.8 million weighted by the estimated probability of FHB calling on the guarantee being 0%.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
162
32. Financial instruments
Financial instruments
Lease liabilities
Lease creditors of €5,217,000 as at 31 March 2022 (2021: €5,532,000) 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.
The Group’s strategy is to lower Net Debt / EBITDA ratio to approximately 2.5x over the longer term while
remaining within covenant levels set in its ABN Amro and Natwest loan facilities. One of the key covenants under the
ABN Amro facility is the Net Debt/EBITDA ratio based upon the results and assets which are 100% owned by the
Company, with the covenant test reducing over time from an initial maximum of 4x to 2.5x. On this basis, Net Debt/
EBITDA ratio was calculated at 2.93 for the year ending 31 March 2022.
No final dividend is proposed in 2022 (2021: €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
2022/€‘000
Fair value
hierarchy
At amortised
cost
At fair value
though profit
or loss
At fair value
through OCI Total
Financial assets
Trade and other receivables 13,898 – – 13,898
Financial asset investments Level 2 – – – –
Derivative financial instruments (FX forward) Level 2 – 3 – 3
Cash and cash equivalents 42,054 – – 42,054
Total 55,952 3 – 55,955
2021/€‘000
Fair value
hierarchy
At amortised
cost
At fair value
though profit
or loss
At fair value
through OCI Total
Financial assets
Trade and other receivables 10,411 – – 10,411
Financial asset investments Level 2 – – – –
Derivative financial instruments (FX forward) Level 2 – 134 – 134
Cash and cash equivalents 47,598 – – 47,598
Total 58,009 134 – 58,143
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
163163
GOVERNANCE FINANCIAL STATEMENTS
2022/€‘000
Fair value
hierarchy
At amortised
cost
At fair value
though profit
or loss
At fair value
through OCI Total
Financial liabilities
Borrowings – loans (63,989) – – (63,989)
Lease liabilities (5,217) – – (5,217)
Trade and other payables (16,655) – – (16,655)
Derivative financial instruments (FX forward) Level 2 – – – –
Total (85,861) – – (85,861)
2021/€‘000
Fair value
hierarchy
At amortised
cost
At fair value
though profit
or loss
At fair value
through OCI Total
Financial liabilities
Borrowings – loans (54,290) – – (54,290)
Lease liabilities (5,532) – – (5,532)
Trade and other payables (9,451) – – (9,451)
Derivative financial instruments (FX forward) Level 2 – – – –
Total (69,273) – – (69,273)
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.
TheGroup’s treasury strategy and policy are developed centrally and approved by the Board.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
164
32. Financial instruments continued
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 (2021: 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. The Group also holds US Dollar Cash which is committed to be contributed into Accoya USA. Following the May
2021 equity raise, the amount raised to invest into Accoya USA was translated into US dollars and held in cash ensuring that
foreign exchange movements did not decrease the amount raised below the future US dollar investment into Accoya USA.
This treatment did not meet the requirements for hedge accounting under IFRS 9, Financials instruments, and therefore the
foreign exchange gain on the revaluation of the US dollars has been accounted for in Finance expenses. (See note 5).
If exchange rates changed by 5% from exchange rates at 31 March 2022, the effect on the P&L from the revaluation of:
• Trade Receivables – P&L impact would not be material. The details of the Trade receivables per Currency
isdisclosed in note 23 with the US Dollar receivables held in Titan Wood Inc, which has a US Dollar
reportingcurrency.
• Trade payables – P&L impact would be approximately €260,000.
Interest rate risk management
The Group’s borrowings have variable interest rates based on a relevant benchmark (ie. EURIBOR) plus an agreed
margin. 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 facilities.
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. All Financial institutions
utilised by the Group, and with which the Group holds cash balances have investment grade credit ratings.
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.
See note 18 & 29.
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.
for the year ended 31 March 2022
NOTES TO THE FINANCIAL STATEMENTS continued
OVERVIEW STRATEGIC REPORT
165165
GOVERNANCE FINANCIAL STATEMENTS
33. Capital Commitments
2022
€’000
2021
€’000
Contracted but not provided for in respect of property, plant and equipment 8,327 10,808
Included in the above, are amounts relating to the Tricoya® plant under construction in Hull and committed items
related to the Reactor 4 expansion project in Arnhem.
The above table excludes the remaining cash committed to be contributed to Accoya USA. See note 28 & 29.
34. Purchase of assets to grow Accoya® Color production
In July 2021, Accsys entered into a sale and purchase agreement with Lignia Wood Company Limited and its
administrators, to acquire certain assets, equipment and technology along with its manufacturing plant in Barry,
Wales. The purchased assets will enable Accsys to grow production and availability of Accoya® Color more
rapidly,accelerating the launch of the product into more geographic markets and for more product applications.
The following assets were purchased:
2022
€’000
Intellectual property 55
Equipment 695
Inventory 486
1,236
35. Related party transactions
Loan from De Engh BV Limited
As part of the Accoya USA JV funding arrangements, Accsys provided a $20 million Letter of Credit (‘LC’) to FHB.
(see note 29 & 31) To support the LC, Accsys agreed a €10 million convertible loan with De Engh BV Limited
(‘De Engh’), an investment company based in the Netherlands (the ‘Convertible Loan’) and a Accsys shareholder
holding 10.4% of Accsys’ issued share capital at 31 March 2022. The Convertible Loan proceeds were placed with
ABN AMRO solely as cash collateral to enable ABN AMRO to grant the $20 million LC to FHB.
The Convertible Loan is unsecured and carries an interest margin of 6.75% above Euribor. Accsys expects to fully
repay the Convertible Loan within two years. If the Convertible Loan is not repaid within this period, De Engh has
an option (from the end of year two) to convert the outstanding loan balance to ordinary shares in Accsys at €2.30
per share (representing a 31% premium to the closing share price on 3 March 2022), otherwise the interest rate
increases by 2% in year three and by a further 2% the following year if the loan has not been repaid or converted
after 3 years. The maximum term of the Convertible Loan is 3.5 years.
36. Events occurring after 31 March 2022
Capital raise
In May 2022, Accsys completed a successful Placing for an issue of shares in the Company, raising gross proceeds
of approximately €20 million. The net proceeds of the Issue will be used to strengthen the Company’s balance
sheet, increase liquidity headroom and fund additional costs to complete the Arnhem Plant Reactor 4 (“R4”)
capacity expansion. The Issue will also provide increased working capital in FY23 to support the wider Accsys
organisation in what is a pivotal year, as the equivalent of an additional 60,000m
3
of new capacity projects are
due to come online, increasing the total capacity at Group level to 120,000m
3
.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
166
Registered Company 05534340
Note
2022
€’000
2021
€’000
Non-current assets
Investments in subsidiaries 4 17,018 16,555
Right of use assets 26 53
Financial asset at fair value through profit or loss 5 – –
17,044 16,608
Current assets
Debtors 6 261,139 194,125
Cash at bank and in hand 9,841 14,135
270,980 208,260
Creditors: amounts falling due within one year 7 (14,113) (16,635)
Net current assets 256,867 191,625
Creditors: amounts falling due after more than one year 8/9 (52,340) (16,920)
Net assets 221,571 191,313
Capital and reserves
Called up Share capital 10 9,638 8,466
Share premium account 223,326 189,598
Reserve for own shares (6) (36)
Capital redemption reserve 148 148
Profit and loss account (11,535) (6,863)
Total shareholders’ funds 221,571 191,313
The financial statements were approved by the Board and authorised for issue on 30 June 2022 and signed on its
behalf by:
Robert Harris William Rudge
Director Director
The notes on pages 168 to 175 form an integral part of the parent Company financial statements.
as at 31 March 2022
COMPANY STATEMENT OF FINANCIAL POSITION
OVERVIEW STRATEGIC REPORT
167167
GOVERNANCE FINANCIAL STATEMENTS
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 2020 8,114 186,390 148 – (3,562) 191,090
Loss for the financial year – – – – (3,955) (3,955)
Share based payments – – – – 717 717
Shares issued 352 – – (36) (63) 253
Premium on shares issued – 3,215 – – – 3,215
Share issue costs – (7) – – – (7)
Balance at 31 March 2021 8,466 189,598 148 (36) (6,863) 191,313
Loss for the financial year – – – – (5,092) (5,092)
Share based payments – – – – 463 463
Shares issued 1,172 – – 30 (43) 1,159
Premium on shares issued – 35,922 – – – 35,922
Share issue costs – (2,194) – – – (2,194)
Balance at 31 March 2022 9,638 223,326 148 (6) (11,535) 221,571
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 €10,527,000
of non-distributable reserves relating to share based payments.
for the year ended 31 March 2022
COMPANY STATEMENT OF CHANGES IN EQUITY
Accsys Technologies PLC – Annual Report and Financial Statements 2022
168
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 2022.
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.
• 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 €5,092,000 (2021: €3,955,000).
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,
working capital requirements and covenant compliance 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 supply chain disruption.
The Directors have also assessed a severe but plausible downside scenario with reduced sales volumes, lower gross
margin and a delay in the timing of production from R4 in Arnhem beyond the current expected operational date
of Q2, FY23. 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 noting that should additional funding be required beyond what has been committed by
the Tricoya® consortium partners to date, further consent would be required by the Tricoya® consortium partners
for funding to be contributed. 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.
OVERVIEW STRATEGIC REPORT
169169
GOVERNANCE FINANCIAL STATEMENTS
169
GOVERNANCE FINANCIAL STATEMENTS
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, under both the base scenario and severe but
plausible downside scenario, there is sufficient liquidity and covenant headroom such that there is no material
uncertainty with respect to going concern and have prepared the financial statements on this basis.
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 assets
Debtors & Cash at bank and in hand
The Company follows the Group’s accounting policies for Debtors and Cash. See note 1 to the Group
financialstatements.
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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
170
NOTES TO THE COMPANY FINANCIAL STATEMENTS continued
1. Accounting policies continued
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 €5,092,000 (2021: €3,955,000) 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 €145,000 (2021: €73,000). Fees payable to the Company’s auditors
for the audit of the Company’s subsidiaries was €110,000 (2021: €84,000), fees payable to Component auditors
for audit of subsidiaries was €117,000 (2021: 98,000), fees payable for audit related assurance services and was
€36,000 (2021: €34,000) and other audit related services €nil (2021: €14,000).
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 (2022: 2 and 2021: 2) during the current or
prioryear.
Non-executive Directors received emoluments in respect of their services to the Company of €375,000 (2021:
€320,000). Details have been included in the Remuneration Report. The Company did not operate any pension
schemes during the current or preceding year.
OVERVIEW STRATEGIC REPORT
171171
GOVERNANCE FINANCIAL STATEMENTS
171
GOVERNANCE FINANCIAL STATEMENTS
4. Investments in subsidiaries
€’000
Cost
At 1 April 2020 20,518
Share based payments 717
At 31 March 2021 21,235
Share based payments 463
At 31 March 2022 21,698
Impairment
At 1 April 2020 and 1 April 2021 and 31 March 2022 4,680
Net book value
At 31 March 2022 17,018
At 31 March 2021 16,555
At 31 March 2020 15,838
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
5years plusa terminal value discounted at a pre-tax discount rate of 10.5% per annum (2021: 10.5%) and a 1.8%
growth rate to determine their present value. The key assumption used in the value in use calculations is the level
of futurelicence 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:
Class
2022
% shares and
voting rights held
2021
% shares and
voting rights held
Subsidiary undertakings
Titan Wood Technology BV (Netherlands) Ordinary 100 100
Titan Wood BV (Netherlands) Ordinary 100 100
Titan Wood Limited (UK) Ordinary 100 100
Titan Wood Inc (USA) Ordinary 100 100
Accsys (Accoya USA) Holdings LLC (USA) Ordinary 100 100
Accsys USA Holdings Inc (USA) Ordinary 100 100
Tricoya Technologies Limited (UK)
1
Ordinary 77 77
Tricoya UK Limited (UK)
1
Ordinary 47 47
Accoya Color UK Limited (UK) Ordinary 100 –
Joint venture undertakings
Accoya USA LLC (USA) Ordinary 60 60
The shares in Titan Wood BV, Titan Wood Inc, Accsys (Accoya USA) Holdings LLC, Accsys USA Holdings Inc, Accoya
USA LLC, Accoya Color UK Limited, 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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
172
NOTES TO THE COMPANY FINANCIAL STATEMENTS continued
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
andreliability 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 Color UK Limited (UK) ** The manufacture colored acetylated wood.
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
2022
€’000
2021
€’000
Shares held in Cleantech Building Materials PLC – –
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 2022, 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).
A total of 498,522 shares were held at 31 March 2022.
OVERVIEW STRATEGIC REPORT
173173
GOVERNANCE FINANCIAL STATEMENTS
173
GOVERNANCE FINANCIAL STATEMENTS
6. Debtors
2022
€’000
2021
€’000
Amounts owed by Group undertakings 260,994 193,966
Prepayments and accrued income 145 159
261,139 194,125
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 5 years plus a terminal
value discounted at a pre-tax discount rate of 10.5% (2021: 10.5%) and a 1.8% growth rate to determine their
present value. Refer to note 17 of the Group financial statements for the key assumptions and sensitivity analysis
forthis calculation.
7. Creditors: amounts falling due within one year
2022
€’000
2021
€’000
Trade creditors 228 133
Amounts owed to Group undertakings 11,708 11,638
Obligation under lease liabilities 10 16
Short term borrowings 1,870 4,662
Accruals and deferred income 297 186
14,113 16,635
The amounts owed to Group undertakings are payable upon demand and are unsecured.
8. Commitments under lease liabilities
2022
€’000
2021
€’000
Amounts payable under lease liabilities:
Within one year 10 16
In the second to fifth years inclusive 4 14
After five years – –
Less: future finance charges – (1)
Present value of lease obligations 14 29
Accsys Technologies PLC – Annual Report and Financial Statements 2022
174
NOTES TO THE COMPANY FINANCIAL STATEMENTS continued
9. Commitments under loan agreements
2022
€’000
2021
€’000
Amounts payable under loan agreements:
Within one year 1,935 6,436
In the second to fifth years inclusive 59,506 18,070
After five years – –
Less future finance charges (7,236) (2,937)
Present value of loan obligations 54,205 21,569
The balance relates to loans with ABN and DeEngh. Further details can be found in note 29 of the Group financial
statements.
10. Called up Share capital
2022
€’000
2021
€’000
Allotted – Equity share capital
192,761,322 Ordinary shares of €0.05 each
(2021: 169,324,264 Ordinary shares of €0.05 each) 9,638 8,466
9,638 8,466
All ordinary shares are called up, allotted and fully paid.
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).
OVERVIEW STRATEGIC REPORT
175175
GOVERNANCE FINANCIAL STATEMENTS
175
GOVERNANCE FINANCIAL STATEMENTS
In the year ended 31 March 2022:
In May 2021, 20,005,325 Placing Shares and 2,418,918 Open Offer Shares were issued as part of the capital raise to
fund the Company’s investment in expanding its Accoya® business into North America through the construction
of a new Accoya® plant in the USA through its joint venture, Accoya USA LLC, with Eastman Chemical Company
(see note 28 to the Group financial statements), as well as to provide additional capital to support the Company’s
continued growth. The Shares were issued at a price of €1.65 (£1.40) per ordinary share, raising gross proceeds
of €36.7 million (before expenses).
Between June and September 2021, a total of 629,460 shares were issued following the exercise of nil cost options,
granted under the Company’s 2013 Long Term Incentive Plan (‘LTIP’).
In February 2022, following the subscription by employees in the prior year for shares under the Employee Share
Participation Plan (the ‘Plan’), 189,931 shares were issued as “Matching Shares” at nominal value under the Plan.
In addition, various employees newly subscribed under the Plan for 193,424 Shares at an acquisition price of €2.015
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).
11. Reconciliation of movements in shareholders’ funds
2022
€’000
2021
€’000
Loss for the financial year (5,092) (3,955)
Share based payments charged to subsidiaries 463 717
Proceeds from issue of shares 37,094 3,567
Share issue costs (2,194) (7)
Shares issued related to Employee share plans (43) (63)
Own shares 30 (36)
Net increase in shareholders’ funds 30,258 223
Opening shareholders’ funds 191,313 191,090
Closing shareholders’ funds 221,571 191,313
12. Dividends Paid
2022
€’000
2021
€’000
Final Dividend €Nil (2021: €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 €6.4m (2021: €3.6m) which is largely in respect of
trading losses and has been calculated using the tax rate which is expected to be applicable when the tax losses
are expected to be utilised (see note 12 to the Group financial statements for the announced increase in UK tax
rates to25% from 1 April 2023). The deferred 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.
Accsys Technologies PLC – Annual Report and Financial Statements 2022
176
SHAREHOLDER INFORMATION
Accsys Technologies PLC is a public limited company incorporated in the United Kingdom
Directors Sean Christie Non-Executive Director
Sue Farr Non-Executive Director
Robert Harris Chief Executive Officer
Nick Meyer Non-Executive Director
Stephen Odell Non-Executive Chairman
William Rudge Finance Director
Trudy Schoolenberg Non-Executive Director
Alexander Wessels Non-Executive Director
Louis Eperjesi Non-Executive Director
Company Secretary Nicholas Hartigan
Company Number 05534340
Registered Office Brettenham House
19 Lancaster Place
London, WC2E 7EN
Bankers Barclays Bank NatWest Bank
One Churchill Place 250 Bishopsgate
London, E14 5HP London, EC2M 4AA
ABN AMRO Bank
Velperweg 37
6824 BM Arnhem
The Netherlands
Registrars SLC Registrars
PO Box 5222
Lancing, BN99 9FG
Independent Auditors 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
45 Gresham St
London EC2V 7BF
Joint Broker Investec Bank PLC
30 Gresham Street
London, EC2V 7QP
Corporate Access, ABN AMRO Bank N.V
The Netherlands Gustav Mahlerlaan 10
1082 PP Amsterdam
Netherlands
Investor Relations FTI Consulting
200 Aldersgate Street
Barbican
London, EC1A 4HD
www.accoya.com www.tricoya.comwww.accsysplc.com
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 2022
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